form40-f.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 40-F

[    ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2016
 
Commission File Number:  001-35400
 
JUST ENERGY GROUP INC.
(Exact name of Registrant as specified in its charter)

Canada
(Province or other Jurisdiction of
Incorporation or Organization)
 
4924
(Primary Standard Industrial
Classification Code Number)
 
Not Applicable
(I.R.S. Employer Identification No.)
 
6345 Dixie Road, Suite 200
Mississauga, Ontario, Canada L5T 2E6
(905) 670-4440
(Address and telephone number of Registrant's principal executive offices)
 
Corporation Service Company
1090 Vermont Avenue N.W.
Washington DC 20005
(800) 927-9800
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
 
Name of Each Exchange on Which Registered
Common Shares, No Par Value
 
New York Stock Exchange
 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
 
For annual reports, indicate by check mark the information filed with this Form:

 
[X]  Annual information form
 
[X]  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
 
The Registrant had 147,183,778 Common Shares outstanding as at March 31, 2016

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 
Yes      X     
 
No             
 
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 
Yes             
 
No             
 
 
 

 
 
A.
Disclosure Controls and Procedures
 
Disclosure controls and procedures are defined in Rule 13a-15(e) under the U.S. Securities Exchange Act  of 1934, as amended (the "Exchange Act"), as those controls and other procedures that are designed to ensure that information required to be disclosed by the Registrant in reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "SEC"). Rule 13a-15(e) also provides that disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Registrant is accumulated and communicated to the Registrant's management as appropriate to allow timely decisions regarding required disclosure.

The Registrant's Chief Executive Officers and Chief Financial Officer have evaluated the effectiveness of the Registrant's disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, as of March 31, 2016 and have determined that such disclosure controls and procedures were effective as of March 31, 2016.  See "Management's Discussion and Analysis – Controls and Procedures," included in Exhibit 1.2 to this Annual Report.
 
B.
Management's Annual Report on Internal Control Over Financial Reporting
 
Management of the Registrant is responsible for establishing and maintaining adequate internal control over the Registrant's financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. The Registrant's Chief Executive Officers and Chief Financial Officer have assessed the effectiveness of the Registrant's internal control over financial reporting as at March 31, 2016 in accordance with the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, the Registrant's Chief Executive Officers and the Chief Financial Officer have determined that the Registrant's internal control over financial reporting was effective as of March 31, 2016. See "Management's Discussion and Analysis – Report of Management on Internal Control over Financial Reporting," included in Exhibit 1.2 to this Annual Report.

The Registrant's auditor has attested to management's internal control over financial reporting for the year ended March 31, 2016. The auditor's attestation report on management's assessment of the Registrant's internal control over financial reporting is included in Exhibit 1.3 to this Annual Report.
 
C.
Attestation Report of the Registered Public Accounting Firm
 
Ernst & Young LLP ("E&Y"), the independent registered public accounting firm of the Registrant, has issued an attestation report on the effectiveness of the internal control over financial reporting of the Registrant as of March 31, 2016.  For a copy of E&Y's report see Exhibit 1.3 to this Annual Report.
 
D.
Changes in Internal Control Over Financial Reporting
 
During the period covered by this Annual Report, there have been no changes in the Registrant's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.
 
 
 

 
 
E.
Notice of Pension Fund Blackout Period
 
The Registrant was not required by Rule 104 of Regulation BTR to send any notice to any of its directors or executive officers during the fiscal year ended March 31, 2016.
 
F.
Audit Committee Financial Expert
 
The Registrant's board of directors has determined that Mr. David Wagstaff, an individual serving on the audit committee of the Registrant's board of directors, is an audit committee financial expert within the meaning of General Instruction B(8)(b) of Form 40-F under the Exchange Act and is independent within the meaning of Rule 10A-3 under the Exchange Act and the listing standards of the New York Stock Exchange.

The SEC has indicated that the designation or identification of a person as an audit committee financial expert does not make such person an "expert" for any purpose, impose any duties, obligations or liability on such person that are greater than those imposed on members of the audit committee and the board of directors who do not carry this designation or identification, or affect the duties, obligations or liability of any other member of the audit committee or board of directors.

G.
Code of Ethics

The Registrant's board of directors has adopted a code of ethics that applies to all directors, officers and employees, including its Chief Executive Officers, Chief Financial Officer and other senior officers. The Registrant will provide a copy of the code of ethics without charge to any person that requests a copy by contacting the Corporate Secretary of the Registrant at the address that appears on the cover page of this Annual Report.

H.
Principal Accountant Fees and Services and Audit Committee Pre-Approval Policies
 
Principal Accountant Fees
 
See "Schedule "A" – Audit Committee Information Required in an AIF – External Auditor Service Fees" in the Registrant's Annual Information Form for the fiscal year ended March 31, 2016, which is filed as Exhibit 1.1 to this Annual Report.
 
Audit Committee Pre-Approval Policies and Procedures
 
All audit and non-audit services performed by the Registrant's external auditor must be pre-approved by the audit committee of the Registrant.

For the fiscal year ended March 31, 2016, all audit and non-audit services performed by E&Y were pre-approved by the audit committee of the Registrant.

I.
Off-Balance Sheet Arrangements
 
The Registrant has issued letters of credit in accordance with its credit facility totalling $130.0 million to various counterparties, primarily utilities in the markets where it operates, as well as suppliers.

Pursuant to separate arrangements with several bond agencies, The Hanover Insurance Group and Charter Brokerage LLC, the Registrant has issued surety bonds to various counterparties including states, regulatory bodies, utilities and various other surety bond holders in return for a fee and/or meeting certain
 
 
 

 
 
collateral posting requirements. Such surety bond postings are required in order to operate in certain states or markets. Total surety bonds issued as at March 31, 2016 were $52.9 million.  See "Management's Discussion and Analysis – Off Balance Sheet Items," included in Exhibit 1.2 to this Annual Report.

J.
Tabular Disclosure of Contractual Obligations
 
See "Management's Discussion and Analysis – Contractual Obligations," included in Exhibit 1.2 to this Annual Report.
 
K.
Identification of the Audit Committee
 
The Registrant has established a separately-designated standing audit committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is comprised of Messrs. Wagstaff, Sladoje, Hollands and Gahn, all of whom are independent as such term is defined under Rule 10A-3 of the Exchange Act and the rules and regulations of the New York Stock Exchange.

L.
Critical Accounting Policies
 
See "Management's Discussion and Analysis – Critical Accounting Estimates," included in Exhibit 1.2 to this Annual Report.
 
M.
Interactive Data File
 
The Registrant is not currently required to submit to the SEC, nor post to its corporate website, an Interactive Data File.

N.
Mine Safety
 
The Registrant is not currently required to disclose the information required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
 
O.
Corporate Governance Practices
 
There are certain differences between the corporate governance practices applicable to the Registrant and those applicable to U.S. companies under the NYSE listing standards.  A summary of these differences can be found on the Registrant's website at www.justenergy.com.
 
 
 

 
 
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 
A.
Undertaking
 
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
 
B.
Consent to Service of Process
 
The Registrant has previously filed with the SEC a Form F-X in connection with its common shares. Any change to the name or address of the agent for service of process shall be communicated promptly to the SEC by an amendment to the Form F-X.
 
EXHIBITS

The following exhibits are filed as part of this Annual Report:

 
Number
 
Document
       
 
1.1
 
Annual Information Form for the year ended March 31, 2016
       
 
1.2
 
Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2016
       
 
1.3
 
Audited Consolidated Financial Statements for the year ended March 31, 2016, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the report of the auditors thereon
       
 
23.1
 
Consent of Ernst & Young  LLP
       
 
31.1
 
Certification of the CEOs and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
 
32.1
 
Certification of the CEOs and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
 

 
 
SIGNATURE
 
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
 

   
JUST ENERGY GROUP INC.
 
       
       
       
Dated: June 2, 2016
By:     
/s/ Jonah T. Davids
 
   
Name:     
Jonah T. Davids
 
   
Title:
Executive Vice President, General Counsel and Corporate Secretary
 

 
 
 

 
 
EXHIBIT INDEX

 
Number
 
Document
       
 
1.1
 
Annual Information Form for the year ended March 31, 2016
       
 
1.2
 
Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended March 31, 2016
       
 
1.3
 
Audited Consolidated Financial Statements for the year ended March 31, 2016, prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, including the report of the auditors thereon
       
 
23.1
 
Consent of Ernst & Young  LLP
       
 
31.1
 
Certification of the CEOs and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       
 
32.1
 
Certification of the CEOs and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
aif.htm
Exhibit 1.1
 
 
 
 
 
 
 
 
 
 
ANNUAL INFORMATION FORM
 
JUST ENERGY GROUP INC.
 
MAY 27, 2016
 

 

 
 

 

 
JUST ENERGY GROUP INC.
 
MAY 27, 2016
 
ANNUAL INFORMATION FORM (1)
 
TABLE OF CONTENTS
 
Page
 
FORWARD-LOOKING STATEMENTS
1
THE COMPANY
2
THREE YEAR HISTORY OF THE COMPANY
4
BUSINESS OF JUST ENERGY
7
RISK FACTORS
21
DIVIDENDS AND DISTRIBUTIONS
21
MARKET FOR SECURITIES
22
PRIOR SALES
24
ESCROWED SECURITIES
24
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
24
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
27
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
28
AUDITORS, TRANSFER AGENT AND REGISTRAR
28
INTEREST OF EXPERTS
28
MATERIAL CONTRACTS
29
AUDIT COMMITTEE INFORMATION
29
ADDITIONAL INFORMATION
29
SCHEDULE “A” - FORM 52-110F1
30
SCHEDULE “B” - AUDIT COMMITTEE MANDATE
32
SCHEDULE “C” - GLOSSARY
36
 
(1) Except as otherwise indicated, all information in this Annual Information Form is as at May 27, 2016.
(2) All capitalized terms not otherwise defined in the body of this Annual Information Form shall have the meanings ascribed to them in Schedule C - Glossary
 
 
 
 

 

 
FORWARD-LOOKING STATEMENTS
 
Certain statements contained in this Annual Information Form and documents incorporated by reference herein constitute forward-looking statements.  These statements relate to future events and future performance.  Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements.  Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “may”, project”, “predict”, “potential”, targeting”, “intend”, “could”, “might”, “should”, “believe” and similar expressions.  Just Energy Group Inc. (the “Company”) believes the expectations reflected in these forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct.  In particular, this Annual Information Form, and the documents incorporated by reference herein, contain forward-looking statements pertaining to customer revenues and margins, customer additions and renewals, customer attrition, customer consumption levels, dividends, the ability to compete successfully and treatment under governmental regimes.  Some of the risks that could affect the Company’s future results and could cause results to differ materially from those expressed in forward-looking statements include, but are not limited to, levels of customer natural gas and electricity consumption, rates of customer additions and renewals, rates of customer attrition, fluctuation in natural gas and electricity prices, extreme weather patterns, changes in regulatory regimes, decisions by regulatory authorities and competition.  See “Risk Factors” for additional information on these and other factors that could affect the Company’s operations, financial results or dividend levels.  These risks include, but are not limited to, risks relating to: credit, commodity and other market-related risks including availability of supply, volatility of commodity prices, availability of credit, market risk, energy trading inherent risk, customer credit risk, counterparty credit risk, electricity, and natural gas supply balancing risk; operational risks including, reliance on information technology systems, outsourcing arrangements, dependence on independent sales contractors and brokers, electricity and gas contract renewals and attrition rates, commodity alternatives, capital asset and replacement risk, credit facilities and other debt arrangements; and legal, regulatory and securities risks including legislative and regulatory environment, investment eligibility, changes in legislation, dependence on federal and provincial legislation and regulation.  Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of future results.  These forward-looking statements are made as of the date of this Annual Information Form and, except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.
 
 
 
1

 

 
THE COMPANY
 
Just Energy Group Inc.
 
Just Energy Group Inc. (the “Company”) is a CBCA corporation created on January 1, 2011, pursuant to a plan of arrangement approved by unitholders of the Just Energy Income Fund (the “Fund”) on June 29, 2010, and by the Alberta Court of the Queen’s Bench on June 30, 2010 (the “Trust Conversion”).  See “Articles of Arrangement of the Company” on page 3 for a detailed description of the Articles and Common Shares of the Company.  The head offices of the Company are located at 6345 Dixie Road, Suite 200, Mississauga, Ontario, L5T 2E6 and 5251 Westheimer Road, Suite 1000, Houston, Texas 77056.  Its registered office is located at First Canadian Place, 100 King Street West, Suite 2630, Toronto, Ontario, M5X 1E1.
 
Organizational Structure of the Company
 
The following diagram sets forth the simplified organizational structure of the Company.
 
 
Notes:
 
(1)
The Canadian Subsidiaries are corporations, limited partnerships, and unlimited liability companies directly or indirectly wholly-owned by the Company.  The Canadian operating Subsidiaries are Just Energy Ontario L.P. (Ontario); Just Energy Alberta L.P. (Alberta); Just Green L.P. (Alberta); Just Energy Manitoba L.P. (Manitoba); Just Energy B.C. Limited Partnership (British Columbia); Just Energy Québec L.P. (Quebec); Just Energy Prairies L.P. (Manitoba); Just Energy Trading L.P. (Ontario); and Hudson Energy Canada Corp. (Canada).  Just Energy Corp. is the general partner of each of the Canadian operating limited partnerships.  Additionally, the Company indirectly holds an approximate 10% fully diluted interest in ecobee Inc., a manufacturer and distributor of smart thermostats located in Toronto, Ontario.

(2)
The U.S. Subsidiaries are corporations, limited liability companies and limited partnerships indirectly wholly-owned by the Company and are incorporated or formed, as applicable, under the laws of the State of Delaware, unless otherwise noted.  The U.S. operating Subsidiaries are Just Energy (U.S.) Corp.; Just Energy Illinois Corp.; Just Energy Indiana Corp.; Just Energy Massachusetts Corp.; Just Energy New York Corp.; Just Energy Texas I Corp.; Just Energy Texas LP (Texas); Just Energy Pennsylvania Corp.; Commerce Energy, Inc. (California); Just Energy Marketing Corp.; Just Energy Michigan Corp.; Hudson Energy Services LLC (New Jersey); Just Energy Limited; Fulcrum Retail Energy LLC d/b/a Amigo Energy (Texas); Tara Energy, LLC (Texas); and Just Solar Holdings Corp.

(3)
Hudson Energy Holdings UK Limited and Hudson Energy Supply UK Limited are direct and indirect wholly-owned subsidiaries of the Company operating in the United Kingdom.  Just Insurance Limited, a Barbadian company, an indirect wholly-owned subsidiary of the Company, provides self-insurance to the Company and its subsidiaries.

(4)
The Company also indirectly owns a 50% interest in Just Ventures L.P. (Ontario) and Just Ventures LLC (Delaware) (collectively, “Just Ventures”), which operate as internet marketing companies for the Company’s subsidiaries.  The other 50% interest of Just Ventures is directly or indirectly held by a third party, Red Ventures, LLC (North Carolina).
 
 
 
2

 


Brands
 
The Company operates under the following brands:
 
 
Articles of Arrangement of the Company
 
Share Capital of the Company
 
The authorized share capital of the Company consists of an unlimited number of Common Shares and 50,000,000 Preferred Shares of which, as of May 27, 2016, 147,196,778 Common Shares and no Preferred Shares were issued and outstanding.  The Company’s Common Shares are listed on the Toronto Stock Exchange (TSX: JE) and the New York Stock Exchange (NYSE: JE).
 
Common Shares
 
Each Common Share entitles the holder thereof to receive notice of and to attend all meetings of shareholders of the Company and to one vote per share at such meetings (other than meetings of another class of shares of the Company).  The holders of Common Shares are, at the discretion of the Board and subject to the preferences accorded to the holders of preferred shares and any other shares of the Company ranking senior to the Common Shares from time to time, as well as applicable legal restrictions, entitled to receive any dividends declared by the Board of Directors on the Common Shares.
 
Preferred Shares
 
The Board may at any time in accordance with the CBCA issue Preferred Shares in one or more series, each series to consist of such number of shares and rights, privileges, restrictions and conditions as may be determined by the Board prior to such issuance.  Except where specifically provided by the CBCA, the holders of the Preferred Shares shall not be entitled to receive notice of or to attend any meeting of the shareholders of the Company and shall not be entitled to vote at any such meeting.  The holders of each series of Preferred Shares shall be entitled, in priority to holders of Common Shares and any other shares of the Company ranking junior to the Preferred Shares from time to
 

 
3

 


time, to be paid rateably with holders of each other series of Preferred Shares, the amount of accumulated dividends, if any, specified as being payable preferentially to the holders of such series.
 
Liquidation, Dissolution or Winding-up
 
In the event of the liquidation, dissolution or winding-up of the Company or other distribution of its assets among its shareholders, the holders of the Preferred Shares and Common Shares shall be entitled, after payment of all liabilities of the Company, to share in all remaining assets of the Company as follows:
 
 
(a)
the holders of the Preferred Shares shall be entitled in priority to holders of Common Shares and any other shares of the Company ranking junior to the Preferred Shares from time to time, to be paid rateably with holders of each other series of Preferred Shares in the amount, if any, specified as being payable preferentially to the holders of such series; and
 
 
(b)
the holders of the Common Shares shall be entitled, subject to the preferences accorded to holders of Preferred Shares and any other shares of the Company ranking senior to the Common Shares from time to time, to share equally, share for share, in the remaining property of the Company.
 
THREE YEAR HISTORY OF THE COMPANY
 
During the past three years the Company has been involved in several significant events.  These events are described below in chronological order.
 
Sale of Terra Grain Fuels
 
On December 12, 2013, the Company announced that it had entered into a share purchase agreement (the “Purchase Agreement”) pursuant to which it agreed to sell all of the issued and outstanding shares of Terra Grain Fuels Inc. (“TGF”), an ethanol producer located in Belle Plaine, Saskatchewan, to a group of Saskatchewan based businesses.  Pursuant to the Purchase Agreement, the purchaser acquired TGF, including all of its outstanding debt, for a nominal purchase price.  Additionally, Just Energy was released from all of its obligations to service providers of TGF under letters of credit and guarantees.  The closing occurred on December 24, 2013.
 
Just Energy Foundation
 
The Company established the Just Energy Foundation, a private, non-profit, charitable foundation in December 2013.  The Just Energy Foundation receives contributions from the Company towards support for registered Canadian and U.S charitable organizations.  The Foundation invests in community programs that meet the requirements as registered charitable organizations for U.S. and Canadian tax purposes.  Funded entirely by the Company, the Just Energy Foundation seeks opportunities to support community-based initiatives that enhance the quality of life in the Company’s operating markets towards building stronger and supportive communities.
 
Convertible Bond Offering
 
On January 29, 2014, the Company announced the closing of the European-focused offering of USD $150 million of senior unsecured convertible bonds due July 2019 (“$150 Million Convertible Bonds”) with a coupon of 6.5% per annum payable semi-annually in arrears.  The initial conversion price is USD $9.3762 per share, which represents a premium of 22.5% over the 5 day volume weighted average price of Just Energy’s Common Shares on January 21, 2014 (being the day on which the offering was publicly announced).  Concurrently with the offering, Just Energy permanently reduced the Credit Facility to $290 Million.  The remainder of the net proceeds were used to redeem the $90 Million Convertible Debentures to purchase for cancellation its convertible debentures where permitted under its debt covenants to pay down the Credit Facility.
 
CEO Change
 
On February 26, 2014, the Company announced that Chief Executive Officer Ken Hartwick submitted his resignation from the Company to be effective April 1, 2014, to pursue personal interests.  The Company announced that the Board of Directors appointed Deborah Merril, Just Energy’s then Executive Vice President, Commercial,
 

 
4

 


and James Lewis, Just Energy’s then Chief Operating Officer, as Co-Chief Executive Officers, effective on Mr. Hartwick’s resignation.
 
Normal Course Issuer Bid (2014)
 
On March 13, 2014, the Company announced its intention to renew its normal course issuer bid for its $330 Million Convertible Debentures.  The notice provided that Just Energy may, during the 12 month period commencing March 17, 2014 and ending March 16, 2015, purchase on the Toronto Stock Exchange as well as alternative trading systems up to $33 million of the $330 Million Convertible Debentures, being 10% of the “public float” of the $330 Million Convertible Debentures.  The aggregate amount of $330 Million Convertible Debentures that Just Energy may purchase during any trading day would not exceed $105,465, being approximately 25% of the average daily trading volume of the $330 Million Convertible Debentures based on the trading volume on the TSX for the most recently completed six calendar months preceding the date of the Notice of Intention.  Any of the $330 Million Convertible Debentures purchased pursuant to this normal course issuer bid would be cancelled by Just Energy.  The price that Just Energy would pay for the $330 Million Convertible Debentures would be the market price at the time of acquisition.

During the period of the normal course issuer bid, $1,205,000 of the $330 Million Convertible Debentures were purchased by the Company for cancellation at a weighted average price of $925.99 (on a par value of $1,000).

Early Redemption of $90 Million Convertible Debentures
 
On March 19, 2014, the Company redeemed all of the $90 Million Convertible Debentures scheduled to mature on September 30, 2014.  Just Energy paid to the holders of redeemed $90 Million Convertible Debentures a redemption price equal to $1,027.9452 for each $1,000 principal amount of the $90 Million Convertible Debentures, being equal to the aggregate of (i) $1,000, and (ii) all accrued and unpaid interest thereon to but excluding March 19, 2014, in each case less any taxes required to be deducted or withheld.
 
Listing of Convertible Bonds on the London Stock Exchange
 
In June 2014, Just Energy received approval from the UK Listing Authority for the listing of US $150 Million 6.5% convertible bonds (due 2019 issued by the Company on January 29, 2014) to the Official List and to trading on the Professional Securities Market of the London Stock Exchange plc.
 
CFO Change
 
In August 2014, Patrick McCullough replaced Beth Summers as the Chief Financial Officer of the Company.  Mr. McCullough brings 18 years of progressive international experience in senior financial roles to Just Energy, including three Fortune 500 companies.  He also has extensive and detailed knowledge of the growing solar energy market in North America.
 
Dividend Reduction
 
On June 5, 2014, the Company announced that the monthly dividend of $0.07 per Common Share per month ($0.84 per Common Share annually) would be changed from a monthly to a quarterly dividend in the amount of $0.125 per Common Share per quarter ($0.50 per Common Share annually) commencing as of July 1, 2014, with the first quarterly dividend payment being made on September 30, 2014.
 
Sale of Hudson Solar
 
On November 4, 2014, Just Energy closed the sale of Hudson Energy Solar Corp., its commercial solar project development company operating in New Jersey, Pennsylvania and Massachusetts, to TerraForm Power Inc. and SunEdison, Inc.  The purchase price provided for the assumption or repayment by the purchaser of approximately US$33 million in outstanding debt plus the payment of approximately US$23 million cash.  The sale reduced Just Energy’s overall debt level while allowing it to continue to focus on its core energy business.


 
5

 


Sale of National Home Services and Settlement of Competition Bureau Investigation

On November 24, 2014, Just Energy closed the sale of its water heater and HVAC home services operating under the name National Home Services to Reliance Comfort Limited Partnership (“Reliance”).  The purchase price was $505 million subject to certain adjustments, including working capital balances.  The sale resulted in the repayment of approximately $260 million of National Home Services’ debt with remaining net proceeds of approximately $160 million being applied to other Just Energy debt.

Immediately prior to the closing of the sale, without any admission of liability or wrongdoing, National Home Services and the Company entered into a Consent Agreement with the Competition Bureau to settle the Canadian Competition Bureau’s investigation of door-to-door water heater sales in Ontario and Quebec.  As part of the Consent Agreement, the Company agreed to a payment of $7 million.

Massachusetts Attorney General Settlement

On December 31, 2014, Just Energy voluntarily entered into a settlement with the Massachusetts Attorney General’s Office (“AOD”), relating to an investigation of the Company’s telemarketing and door-to-door sales practices, as well as pricing of certain products to customers in Massachusetts dating back to 2011.  Although the Company does not agree with the allegations made by the AGO and explicitly denied all wrongdoing, management determined that a settlement was in the best interests of the Company in order to focus the Company’s efforts on building the business going forward.  As part of the settlement, the Company agreed to a payment of US$4.0 million.

Entry into U.S. Solar Residential Market

In January 2015, Just Energy entered into a comprehensive, long-term agreement with Clean Power Finance, Inc. (“CPF”) in the U.S. to sell residential solar electricity.  In December 2015, CPF completed a merger with Kilowatt Financial, LLC to form Spruce Finance, Inc. (“Spruce”).  The partnership combines Just Energy’s experience and strength in customer acquisition with Spruce’s solar finance and fulfillment capabilities.  Spruce’s online platform allows Just Energy to sell residential solar products and connects the Company with a network of qualified solar installation professionals.  The partnership also enables Just Energy to sell complementary energy management solutions to a whole new customer segment in a less capital intensive manner.  The agreement with Spruce also provides Just Energy the option to participate in certain minority portions of project equity, which provide attractive 20-year returns on project assets.  Roll out of the solar program began in the first calendar quarter of 2015 in California and New York.

Normal Course Issuer Bid (2015)

On March 13, 2015, the Company announced its intention to renew its normal course issuer bid for its $330 Million Convertible Debentures.  The notice provided that Just Energy may, during the 12 month period commencing March 17, 2015, and ending March 16, 2016, purchase on the Toronto Stock Exchange as well as alternative trading systems up to $31,709,970 of the $330 Million Convertible Debentures, being 10% of the “public float” of the $330 Million Convertible Debentures.  The aggregate amount of $330 Million Convertible Debentures that Just Energy may purchase during any trading day would not exceed $42,803, being approximately 25% of the average daily trading volume of the $330 Million Convertible Debentures based on the trading volume on the TSX for the most recently completed six calendar months.  Any of the $330 Million Convertible Debentures purchased pursuant to this normal course issuer bid will be cancelled by Just Energy.  The price that Just Energy will pay for the $330 Million Convertible Debentures will be the market price at the time of acquisition.  During the period of the normal course issuer bid, $6,571,000 of the $330 Million Convertible Debentures were purchased by the Company for cancellation at a weighted average price of $968.62 (on a par value of $1,000).

On March 13, 2015, the Company also announced its intention to make a normal course issuer bid to purchase its Common Shares and its $100 Million Convertible Debentures.  The notice provided that Just Energy may, during the 12 month period commencing March 17, 2015 and ending March 16, 2016, purchase on the Toronto Stock Exchange as well as alternative trading systems up to 10,312,390 Common Shares in total and $10 million of the $100 Million Convertible Debentures in total, being 7% and 10% of the “public float” of Common Shares and $100 Million Convertible Debentures, respectively.  The aggregate number of Common Shares and $100 Million Convertible Debentures that Just Energy may purchase during any trading day will not exceed 103,822 Common Shares and $17,603 $100 Million Convertible Debentures, being approximately 25% of the average daily trading volume of the Common Shares and $100 Million Convertible Debentures based on the trading volume on the TSX for the most recently completed six calendar months.  Any Common Shares or $100 Million Convertible Debentures
 

 
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purchased pursuant to this normal course issuer bid were to be cancelled by Just Energy.  The price that Just Energy would pay for any Common Shares or $100 Million Convertible Debentures would be the market price at the time of acquisition.

Credit Facility Renewal
 
On October 2, 2013, the Company announced that it reached agreement with its syndicate of lenders to renew and extend its revolving credit facility for a period of two years.  Based on projected operating requirements, the line was set at $300 million with a Just Energy option to draw up to $340 million between closing and February 28, 2014.  The Credit Facility was reduced to $290 million on January 29, 2014, in conjunction with the closing of the $150 Million Convertible Bonds and was further reduced to $210 million on November 24, 2014, in connection with the sale of National Home Services (see below).  The pricing of the renewed facility was the same as that of the previous extension.  The agreement was reached with a syndicate of seven banks led by CIBC and including Royal Bank of Canada, National Bank of Canada, The Toronto Dominion Bank, The Bank of Nova Scotia, Alberta Treasury Branches and HSBC Bank Canada.
 
On September 2, 2015, the Company announced that it renegotiated an agreement with a syndicate of lenders which includes long-time lender CIBC, as Administrative Agent, along with current lender National Bank of Canada as Co-Lead Arrangers and Joint Book Runners.  The agreement extended the Company’s credit facility for an additional three years to September 1, 2018.  The line has been set at $277.5 million with an accordion for the Company to draw up to $350 million.
 
Normal Course Issuer Bid (2016)

On March 15, 2016, the Company announced its intention to renew its normal course issuer bids for its $330 Million Convertible Debentures, $100 Million Debentures and its Common Shares.  The notice provided that Just Energy may, during the 12 month period commencing March 17, 2016, and ending March 16, 2017, purchase on the Toronto Stock Exchange, as well as alternative trading systems, up to $30,932,100 of the $330 Million Convertible Debentures, $9,999,100 of the $100 Million Convertible Debentures, and 9,694,248 Common Shares, being 10% of the “public float” of the $330 Million Convertible Debentures and the $100 Million Convertible Debentures and 7% of the “public float” of the Common Shares, respectively.  The aggregate amount of the $330 Million Convertible Debentures, $100 Million Debentures and Common Shares that Just Energy may purchase during any trading day would not exceed $38,739, $17,943 and 118,324, respectively, being approximately 25% of the average daily trading volume of the $330 Million Convertible Debentures, $100 Million Debentures and Common Shares based on the trading volume on the TSX for the most recently completed six calendar months.  Any of the $330 Million Convertible Debentures, $100 Million Debentures and Common Shares purchased pursuant to this normal course issuer bid will be cancelled by Just Energy.  The price that Just Energy will pay for the $330 Million Convertible Debentures, $100 Million Debentures and Common Shares will be the market price at the time of acquisition.

Early Redemption of Portion of $105 Million Note

On March 31, 2016, the Company announced that it has early redeemed $25,000,000 of its $105 Million Note at a redemption price of $28,337,547, including accrued interest, in accordance with the $105 Million Note Indenture dated December 12, 2012 (as amended, supplemented and restated from time to time).  As of May 27, 2016, $80,000,000 of the $105 Million Note remains outstanding.
 
BUSINESS OF JUST ENERGY
 
General
 
Just Energy is an energy management solutions provider specializing in electricity, natural gas, and solar and green energy.  With offices located across the United States, Canada, and the United Kingdom, Just Energy serves close to two million residential and commercial customers.  The Company offers a wide range of energy products including long-term fixed-price, variable rate, and flat bill programs; home energy management services including smart thermostats and tools to manage energy use at the appliance level; and residential solar panel installations.  The Company markets under the Just Energy, Hudson Energy, Amigo Energy, Commerce Energy, GreenStar Energy, Just Solar, Tara Energy and TerraPass brands.
 

 
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By fixing the price of electricity or natural gas under its fixed-price Energy Contracts for a period of up to five years, Just Energy’s customers offset their exposure to changes in the price of these essential commodities.  Variable rate products allow customers to maintain competitive rates while retaining the ability to lock into a fixed price at their discretion.  Flat bill products offer a consistent price regardless of usage.  The Company derives its margin or gross profit from the difference between the price at which it is able to sell the commodities to its customers and the price at which it purchases the associated volumes from its Commodity Suppliers.  The Company also offers an Unlimited Plan whereby customers pay the same monthly price for their electricity and/or natural gas supply regardless of their consumption.  The Unlimited Plan was launched in Illinois, Ohio, Pennsylvania, Maryland, New York, Georgia (natural gas only) and the UK.
 
Just Energy also offers customers in Ontario and Texas the ability to rent or bundle (with commodity) a smart thermostat that can provide customers with convenience of use and potential energy savings.  The company also launched a residential solar electricity program in the first quarter of fiscal 2016 in California and New York which enables the company to sell complementary energy management solutions to a whole new environmentally-conscious customer segment.  The program complements Just Energy’s existing core competencies and enables its customers to access long-term, environmentally sustainable solar solutions.
 
Under the Company’s Just Green/TerraPass brands, the Company offers carbon offset and Renewable Energy Credits programs to help customers reduce the negative impact of their own day-to-day energy consumption.  Through TerraPass, the Company also offers Bonneville Environmental Foundation Water Restoration Certificates®, and an ecotourist bundle.  The programs support the advancement of renewable and sustainable energy projects across North America.  To date, Just Energy has spent over $140 million in a diverse portfolio of carbon offset projects in North America and the UK.
 
In December 2013, the company launched the Just Energy Foundation.  The Foundation was established by Just Energy Group Inc. to help registered Canadian and U.S. charitable organizations secure the resources required to promote the health and well-being of communities in need.  Funded entirely by Just Energy, the Foundation invests in local programs that work to enhance the quality of life in Just Energy’s operating markets towards building stronger and supportive communities.
 
The Company’s operating Subsidiaries currently carry on business in the United States in the states of Illinois, New York, Indiana, Michigan, Ohio, New Jersey, California, Maryland, Pennsylvania, Massachusetts, Georgia, Texas and Delaware and in Canada in the provinces of Ontario, Alberta, Manitoba, Québec, British Columbia and Saskatchewan.  In July 2012, the Company began selling electricity in the United Kingdom to commercial customers under the Hudson brand and as of August 6, 2013, the Company sells electricity and natural gas to residential consumers in the United Kingdom under the Green Star brand.
 
The map in Fig-1 below shows the jurisdictions in the United States, Canada and the United Kingdom in which Just Energy operates.
 

 
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Fig-1:
 

As of March 31, 2016, Just Energy had aggregated approximately 4,520,000 RCEs, with approximately 42% from its Consumer Division (residential and small business) and 58% from its Commercial Division.
 
Consumer Division
 
Electricity
 
In the Provinces of Ontario and Alberta and the States of New York, Texas, Illinois, Pennsylvania, New Jersey, Maryland, Michigan, California, Ohio, Delaware and Massachusetts, as well as the United Kingdom, Just Energy and its affiliates offer a variety of solutions to its electricity customers, including fixed-price, variable-price, and flat-bill products on both short-term and longer-term electricity contracts.  Some of these products provide customers with price-protection programs for the majority of their electricity requirements.  Just Energy uses historical usage data for all enrolled customers to predict future customer consumption and to help with long-term supply procurement decisions.
 
The Local Distribution Companies (“LDCs”) provide billing in all electricity markets except Alberta, Texas and the United Kingdom (see “Business of Just Energy – Natural Gas”).  The LDCs also provide collection services, including the collection and remittance to Just Energy of the commodity portion of each customer’s account for a small monthly fee, except in Alberta, Massachusetts, California, Texas and the United Kingdom.  In California and Massachusetts, the LDC provides collection services only until the account is delinquent.  In Texas, Alberta and the United Kingdom, Just Energy bills and collects itself.  In Ontario, New York, Pennsylvania, New Jersey, Ohio, Illinois, Maryland and Michigan each LDC assumes 100% of the credit (receivable) risk associated with default in payment by residential customers.
 
Natural Gas
 
Just Energy and its affiliates offer natural gas customers a variety of products, such as five-year fixed-price contracts, flat-bill options and month-to-month variable-price offerings in the Provinces of Ontario, Québec, British
 

 
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Columbia, Alberta, Manitoba and Saskatchewan, and in the States of Maryland, Michigan, New York, Illinois, Indiana, Ohio, California, Pennsylvania, New Jersey and Georgia.  Although customers purchase their gas supply through Just Energy, the LDC is still mandated, on a regulated basis, to distribute the gas.  Except in Alberta, Georgia and the United Kingdom, the LDCs provide billing and, except in Alberta, Illinois, Georgia, California and the United Kingdom the LDCs provide collection services, including the collection and remittance to Just Energy of the commodity portion of each customer’s account for a small monthly fee.  In Illinois and Pennsylvania, the LDC provides collection services only until the account is delinquent.  In Ontario, British Columbia, Manitoba, Quebec, New York, Ohio and Michigan, each LDC assumes 100% of the credit (receivable) risk associated with default in payment by residential and commercial customers.  In all Canadian markets except for Alberta, the LDCs pay Just Energy for the gas when it is delivered.  In other jurisdictions, including Alberta, Just Energy is paid upon consumption by the customers.
 
Smart Thermostats
 
Just Energy bundles its commodity contracts with a smart thermostat product manufactured by ecobee Inc.  The smart thermostats allow customers to have more control over their energy consumption and can assist them in reducing energy costs.  As of March 31, 2016, there were approximately 60,000 thermostats installed, which are bundled with other products.  The Company expects to expand the bundled product offering to other jurisdictions in Fiscal 2017.
 
Residential Solar
 
In January 2015, Just Energy entered into a comprehensive, long-term agreement with Clear Power Finance (now Spruce Finance Inc. (“Spruce”)) in the U.S. to sell residential solar electricity.  The partnership combines Just Energy’s experience and strength in customer acquisition with Spruce’s solar finance and fulfillment capabilities.  Spruce’s online platform allows Just Energy to sell residential solar products and connects the Company with a network of qualified solar installation professionals.  The partnership also enables Just Energy to sell complementary energy management solutions to a whole new customer segment in a less capital intensive manner.  The agreement with Spruce also provides Just Energy the option to participate in certain minority portions of project equity, which provide attractive 20-year returns on project assets.  Roll out of the solar program began in the first calendar quarter of 2015 in California and New York.

Commercial Division
 
Just Energy’s commercial business is operated primarily through Hudson Energy.  Hudson Energy offers fixed and variable rate natural gas and electricity contracts, as well as more customized products to meet the needs of specific customers.  Hudson Energy generates the majority of its sales through a large network of non-exclusive Independent Brokers.  Some sales are also made through Independent Contractors, exclusive brokers, and inside sales teams.  With its web based sales portal, Hudson Connex, Hudson Energy has technology that enables more efficient selling of products to commercial customers by delivering customer-specific pricing and contract documents on demand.  Hudson Connex also provides tools for Independent Brokers to manage their customer accounts after the sale is complete.  Except in Alberta, Illinois, and Texas, the LDC provides billing and collection services for the majority of Hudson Energy customers.  In New Jersey and California, the LDC provides collection services only until the account is delinquent.
 
Hudson Energy UK markets electricity in the United Kingdom utilizing the same technology and deal process used in North America adapted for the unique characteristics in the market.  Shell Energy Europe Limited (“SEEL”) and Hudson Energy UK signed a supply agreement on February 1, 2013, under which Shell will be the wholesale supplier for the UK business providing credit support and wholesale supply to cover the commodity obligation for customers.
 
Just Energy also operates commercial business under the Commerce Energy brand, which provides electric power and natural gas supply to residential and commercial customers in California, Georgia, Maryland, New Jersey, Pennsylvania, Illinois, Ohio, and Delaware, with variable and fixed priced commodity supply programs.
 

 
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JustGreen and TerraPass
 
Just Energy also offers green products through its JustGreen Electricity and Natural Gas, and TerraPass programs.  Sales of these products continue to support and reaffirm the strong customer demand for green product options in all markets.
 
JustGreen™
 
The JustGreen electricity product offers customers the option of choosing renewable energy credits which contribute to ‘greening the grid’.  The JustGreen Gas product offers carbon offset credits which allow the customer to reduce or eliminate the carbon footprint of their home or business associated with the gas purchased from Just Energy.
 
Just Energy believes that these JustGreen products will not only add to profits, but also increase sales receptivity.  When a customer purchases a unit of JustGreen Electricity or Natural Gas, it creates a contractual obligation for Just Energy to obtain renewable energy certificates or carbon offsets of a quantity at least equal to the demand created by the customer’s purchase.  The Company currently sells JustGreen Gas (carbon offsets) in Ontario, Manitoba, Alberta, British Columbia California, Illinois, Maryland, Michigan, New Jersey, New York, Ohio, Pennsylvania, and Illinois and JustGreen Electricity (RECs) in Ontario, Alberta, Delaware, New York, New Jersey, Maryland, Illinois, Ohio, Texas, Massachusetts, and Pennsylvania.  Of all residential customers who contracted with Just Energy in the year ending March 31, 2016, 34% purchased JustGreen for some or all of their energy needs.  On average, these customers elected to purchase 91% of their consumption as green supply.
 
TerraPass
 
TerraPass was acquired by Just Energy in April 2014 with the purchase of the business and consumer retail division, along with the TerraPass name/brand.  The carbon offset verification, wholesale and energy consulting services were not part of the acquisition and will continue to operate independently today as Origin Climate.  Since 2004, TerraPass has been a provider of sustainable carbon emissions solutions.  TerraPass supports projects throughout North America that reduce greenhouse gases and produce renewable energy.  TerraPass products and services provide consumers and businesses with options to help them reduce the environmental impact of their everyday activities through carbon offsets and renewable energy credits.  In 2015 a new product was added, Water Restoration Certificates® (“WRC’s”).  The Bonneville Environmental Foundation (“BEF”) created and operates the program which creates the WRCs and sells them to TerraPass.  The National Fish and Wildlife Foundation verifies each project for BEF.  Each WRC is individually registered by BEF on the international Markit Environmental Registry.  With growing awareness of drought and water shortages, the company believes this will be a strong product in the future.
 
The Company retains an independent auditor to validate its renewable and carbon offset purchases annually to ensure that customer requirements have been matched or exceeded with relevant carbon offsets or renewable energy certificates for both JustGreen and TerraPass products.  An independent auditor has performed this review since 2009 and determined that Just Energy was compliant each year.
 
 
 
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Renewable Energy Certificates (RECs) and Carbon Offset Project Locations
 
 
Marketing
 
Residential customers are contracted through a number of sales channels including door-to-door, online, telemarketing and affinity programs.  Hudson Energy primarily employs Independent Brokers utilizing the Hudson Connex sales portal to solicit Energy Contracts.  Marketing also involves inbound telemarketing through internet sales primarily through Just Energy’s joint venture internet company, Just Ventures LLC, in which it has a 50% interest.
 
The elapsed period between the time when a customer contract is signed and when the first payment is received from the customer varies with each market.  The time delays per market are approximately two to six months.  The cost for obtaining a new customer and related expenses currently includes commissions payable to Independent Contractors, Independent Brokers and Independent Representatives, salaries paid to the marketing and customer service departments which support the Independent Contractors and Independent Brokers, salaries paid to customer service representatives who verify the customer contracts, commissions paid to sales representatives for closing a deal over the phone, the costs of printing contracts, bonus awards, advertising costs and the costs of promotional materials.  The ability of Just Energy to contract large numbers of customers at a reasonable cost has been a key ingredient in the success of Just Energy.
 

 
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Corporate Social Responsibility
 
Community Investment
 
Just Energy conducts business with a mind that its activities benefit the communities in which it operates through job creation, charitable donations and employee volunteerism.  Through the Just Energy Foundation, the Company strives to help charitable organizations secure the resources required to promote the health and well-being of communities in need.
 
Support for communities
 
As a leading energy retailer in North America, Just Energy’s vision is to support organizations in Canada and the United States that make positive contributions to energy consumers.  The Company, through the Just Energy Foundation, is dedicated to supporting organizations that work to provide financial aid and resources to disadvantaged/low income residents to help them secure the basic necessities of life, such as food, shelter and warmth.  Through such support, Just Energy is committed to being a strong corporate citizen and community partner to promote the livelihood and enhance the quality of life for those most vulnerable.
 
Support for youth
 
The Company also believes in providing underprivileged youth with unique and enriching opportunities.  For example, Just Energy has partnered with MLSE Foundation and its Community Action Grants program to give Ontario charitable sports organizations the opportunity to receive three $50,000 grants each year from 2015 through to 2017.  Each MLSE sport features its own Community Action Grant to be awarded to an organization that provides youth the opportunity to play hockey, basketball or soccer.  Each team-specific grant is presented by Just Energy through the Just Energy Foundation.  The Community Action Grant Programs are a chance for Just Energy to provide accessible programs for underprivileged youth who would otherwise not have the opportunity to participate.
 
The Just Energy Foundation has also contributed financial support to local organizations dedicated to building stronger communities through after-school academic, mentoring and youth leadership programs, poverty relief organizations and child advocacy programs.
 

 
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Environmental Stewardship

Just Energy provides green energy solutions to residential and commercial customers that allow them to reduce their environmental impact.  See “Just Green” and “TerraPass” on page 11.  Just Energy’s partnership with Spruce enables the Company to sell residential solar electricity, complementing Just Energy’s existing green energy options, and providing environmentally-conscious consumers with access to long-term, sustainable solar energy solutions.

Accountability and transparency

Just Energy proactively evaluates its green energy sales to ensure the Company’s project investments match customers’ green energy selections.  Just Energy’s green purchases are reviewed annually by Grant Thornton LLP.  This validates that the money spent by customers’ on Just Energy’s green products through TerraPass.com or with JustGreen Natural Gas and Power goes directly to renewable energy or carbon offset projects.

One hundred percent of the carbon offsets purchased are verified and validated against broadly accepted protocols by independent third party verifiers.  The primary standards used are the Verified Carbon Standard and the Climate Action Reserve. These standards ensure that customers receive the highest quality offsets available.

Generation sources

Just Energy seeks and purchases RECs and carbon offsets from a variety of renewable sources that reduce greenhouse gases including:

Farm power – working with farms to make the best possible use of animal waste.
Landfill gas capture – turns garbage into power by capturing the methane released by organic waste as it breaks down.
Coal mine methane – support methane capture projects at abandoned coal mines where methane naturally exists in coal beds and is released into the atmosphere through mine shafts.
Forest management – forests sequester carbon dioxide in the trunks, leaves, branches and roots of trees.  The projects improve forest management to sequester more carbon.
Wind energy – wind energy displaces electricity that is generated by dirty fossil fuels like gas and coal.
 
Corporate Governance
 
The Company has an active Board of Directors to guide its operations and ensure transparency to investors.  Just Energy’s corporate governance committee meets the recommended standards established by the Canadian and US Securities Administrators and other shareholder groups.  The Company’s Board of Directors comprises the Executive Chair, the two Co-CEO’s, and eight non-management directors, and is monitored by a lead independent director.  The Board has delegated certain decisions to its committees that are comprised of non-management directors only.  The committees are Audit; Risk; Nominating and Corporate Governance; Compensation, Human Resources, Environmental and Health and Safety; and Finance.
 
Code of Business Conduct and Ethics Policy
 
Just Energy has implemented a Code of Business Conduct and Ethics Policy which is available on its website at www.justenergygroup.com.

Human Resources
 
As a company, Just Energy has implemented a number of policies to foster a safe, welcoming and equitable work environment, including with respect to the following:

 
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Supply Arrangements
 
Commodity
 
For fixed-price contracts, Just Energy purchases gas and electricity supply through physical or financial transactions with Commodity Suppliers in advance of marketing, based on forecasted customer aggregation for residential and small commercial customers.  For larger commercial customers, electricity and gas supply is generally purchased concurrently with the execution of a contract.  Each LDC provides historical customer usage which, when normalized to average weather, enables Just Energy to purchase the expected normal customer load.  For natural gas, some LDCs may require Just Energy to inject gas into storage in the summer for delivery to customers in the winter pursuant to a pre-set delivery schedule.
 
Just Energy attempts to mitigate exposure to weather variations through active management of the electricity and gas portfolio, which involves, but is not limited to, the purchase of options, including weather derivatives.  This strategy provides price and volume protection, but will not eliminate all supply cost risks.  The expected cost of this strategy is incorporated into the price to the customer.  To the extent that balancing requirements are outside the forecast purchase, Just Energy bears the financial responsibility for fluctuations in customer usage.  Volume variances may result in either excess or short supply.  In the case of under consumption by the customer, excess supply is sold in the spot market resulting in either a gain or loss compared to the weighted average cost of supply.  Further, customer margin is lowered proportionately to the decrease in consumption.  In the case of greater than expected consumption, Just Energy must purchase the short supply in the spot market.  Consequently, customer margin increases proportionately to the increase in consumption net of the gain or loss associated with the incremental supply purchase.  Additionally, to the extent that supply balancing is not fully covered through customer pass-throughs, active management or the options employed, Just Energy’s customer gross margin may be impacted depending upon market conditions at the time of balancing.
 
Just Energy transacts with a number of different counterparties for its energy supply.  Its primary suppliers participate in an Intercreditor Agreement pursuant to which the Commodity Suppliers and lenders to Just Energy share in the collateral provided by the energy commodity business (other than the UK) of Just Energy.  The supply participants to the Intercreditor Agreement are Shell, BP, Exelon, Bruce Power, EDF Trading North America, LLC, National Bank of Canada, Nextera Energy Power Marketing, LLC, and Macquarie (collectively, the “Secured Suppliers”).  Certain of these Commodity Suppliers also assist in managing, balancing and/or scheduling gas and/or power requirements in certain markets for a fee pursuant to additional agreements.
 
Just Energy’s financial obligations to the Secured Suppliers are secured by general security agreements providing for, among other things, a priority security interest over all customer contracts.  If the Secured Suppliers default in their obligations to deliver gas and electricity to Just Energy, or if Just Energy defaults in its obligations to accept delivery of gas or electricity, the contractual arrangements between them contain provisions requiring, subject to force majeure, the payment of various amounts by the defaulting party to the non-defaulting party, including liquidated damages.
 
Just Energy has also entered into contractual arrangements for the physical purchase or financial hedge of energy from other Commodity Suppliers.  Although the contractual arrangements with these other Commodity Suppliers are not secured on the same basis as the transactions with the Secured Suppliers, in certain circumstances, security for the obligations of Just Energy to these other Commodity Suppliers or vice versa is provided by way of letter of credit.
 

 
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Hudson UK has entered into strategic supply arrangement with SEEL for Hudson UK’s retail business in the United Kingdom.  Under the arrangement, SEEL will be the wholesale supplier for Hudson UK.  The structure gives Hudson UK access to the wholesale market and the benefit of SEEL’s market presence and knowledge.
 
JustGreen/TerraPass
 
On behalf of its customers, Just Energy purchases and retires renewable energy credits and carbon offsets from certified sources for greenhouse gas reduction and green energy production offsetting their average electricity and/or natural gas use for those customers who elect to purchase JustGreen or TerraPass products.  Just Energy may attempt to purchase the renewable energy credits and carbon offsets from facilities, such as wind farms, solar, biomass projects and landfill gas projects, located in the local jurisdiction in which it sells its green products.  The Renewable Energy Credits are Green-e Energy (U.S.) and EcoLogo (Canada) certified or comply with renewable portfolio standards where registered; the carbon offset projects are verified through Climate Action Reserve, Voluntary Carbon Standard or American Carbon Registry in the U.S., and meet the ISO 14064 Standard in Canada.  Water Restoration Certificates® are purchased from the Bonneville Environmental Foundation which operates the program.  The National Fish and Wildlife Foundation verifies each project.  Each WRC is individually registered on the international Markit Environmental Registry.
 
Risk Management
 
Just Energy’s commodity and volume forecasts are a function of historical data and current market conditions, and have been meticulously tested and analyzed under a number of potential scenarios.
 
 
 
 
As detailed below, Just Energy effectively hedges its weather exposure so that weather volatility is substantially mitigated.
 

 
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Just Energy’s risk management policy has established risk limits that mitigate any material downside.  These include value-at-risk limits, volume thresholds for electricity, natural gas, and carbon and renewable energy credits, and weather exposure.  These risk limits are reviewed on a quarterly basis by the risk committee and are subject to change.
 
Competition
 
Management of Just Energy believes it has competitive advantages over a number of other energy retailers in that it has: (i) a marketing and sales organization which has achieved significant success in commodity and green product sales; (ii) a responsive customer care and customer service process; (iii) a disciplined risk management approach to commodity supply, green products, and home energy management solutions through smart thermostats and the Pulse Technology™; (iv) products priced to achieve stable margin growth vs. customer growth in all business sectors; (v) evolving sales channels; and (vi) growth of Just Energy’s commercial business through Hudson Energy and Commerce Energy.  The industry credibility of Just Energy is based on the long-term experience of its management team relating to the deregulation of natural gas and electricity and their innovations in providing consumer choices including its TerraPass product offerings within the direct purchase market.
 
Industry Competition
 
Electricity and Natural Gas
 
Just Energy has natural gas and electricity competition in every jurisdiction in which it carries on business.  Generally, competitors are local in nature with a few extending to multiple jurisdictions.  There can be upwards of twenty competitors in many markets.  The nature and product offerings vary by jurisdiction.  It is possible that new entrants may enter the market and compete directly for the customer base that Just Energy targets, slowing or reducing its market share.  Other than LDCs (discussed below), Just Energy’s largest competitors in Canada and the United States are Direct Energy Marketing Ltd. (which is owned by Centrica plc), IGS Energy Inc., NRG Energy Inc., which owns Green Mountain Energy Company and Reliant Energy, MXenergy Inc. and MXenergy Electric Inc. (which are owned by Exelon) and Superior Energy Management (a division of Superior Plus LP, which is owned by Superior Plus Corp.).
 
The LDCs are currently not permitted to make a profit on the sale of the gas and electricity commodity to their supply customers.  If the LDCs are permitted by changes in the current regulatory framework to sell natural gas at prices other than cost, their existing customer bases could provide them with a significant competitive advantage.  This may limit the number of customers available for marketers including Just Energy.  To the extent that Just
 

 
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Energy is successful through its marketing program in educating customers, it believes that it can be successful in signing LDC customers to its products.
 
JustGreen/TerraPass and Solar
 
The most significant competitors with respect to Just Energy’s JustGreen and TerraPass products are Green Mountain Energy Company, 3 Degrees Group Inc., Blue Source, LLC and Community Energy, Inc. in the United States and Bullfrog Power in Canada.
 
The most significant competitors to Just Energy’s residential solar efforts are Solar City, Vivint Solar, Sungevity and NRG.  Just Energy is focused on a customer origination business model and partnering with Spruce in the capital-intensive development and fulfillment business.  Most of Just Energy/Spruce’s competitors are pursuing a more vertically integrated model
 
Environmental Protection
 
With respect to the sale of natural gas and electricity, Just Energy does not view potential environmental liabilities as a significant concern.  Just Energy does not have physical control of the natural gas or electricity or any facilities used to transport it.  Therefore, any potential liability of Just Energy for gas leaks or explosions during transmission and distribution is considered to be relatively remote.
 
Employees and Independent Contractors
 
As of March 31, 2016, Just Energy and its affiliates employed approximately 1450 persons.  In addition, approximately 500 Independent Contractors are involved in the door-to-door marketing of Energy Contracts, and approximately 1,100 Independent Brokers and contractors are actively associated with Hudson.  In certain markets where the company markets door-to-door – New York, California, Pennsylvania and Massachusetts – the Company uses employees to market door-to-door.
 
Real Property
 
Just Energy leases space for its Canadian, U.S., and UK head offices in Mississauga, Ontario, Houston, Texas, and Milton Keynes, England, respectively; corporate office in Toronto, Ontario; operating offices in Suffern, New York, and Dallas, Texas, and call centres in Mississauga, Ontario, Houston, Texas, Lansing, Michigan, and Milton Keynes, England; as well as over 40 sales offices throughout North America.
 
Industry Regulation
 
In each jurisdiction in North America, the energy markets are regulated under the oversight of a state or provincial government agency with legislated authority to regulate generally all aspects of the industry including the sale of electricity and natural gas.  Although the sale of the commodity itself is considered a ‘deregulated’ service, with the exception of Quebec and Indiana, Just Energy is required to obtain a certificate of authority or license from the
 

 
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regulatory agency and pursuant to that license, operate in accordance with state or provincial legislation and established regulations and rules as it pertains to the marketing of energy services within the jurisdiction.  In Quebec and Indiana, Just Energy markets services under a direct contractual arrangement established with the LDC and is subject to operate in accordance with rules established under the LDC’s tariffs.  In the UK, the electricity and gas markets are regulated by the Gas and Electricity Markets Authority, operating through the Office of Gas and Electricity Markets (Ofgem).  Ofgem issues companies licences to carry out activities in the electricity and gas sectors, sets the levels of return which the monopoly networks companies can make, and decides on changes to market rules.  Just Energy currently has obtained and maintains all of the licenses and contractual arrangements required to undertake its business in all of the jurisdictions in which it operates.
 
In the US, the Company is subject to regulation by the Federal Energy Regulatory Commission (“FERC”) and the North American Electricity Reliability Corporation (“NERC”).  FERC regulates transportation of natural gas by interstate pipelines.  Such regulation affects the Company’s access to natural gas supplies.  As to the wholesale electricity sector, FERC has issued regulations that require wholesale electric transmission services to be offered on an open-access, non-discriminatory basis.  The Company’s electric operations are dependent upon the availability of open access, non-discriminatory electric transmission service.  FERC also regulates the sale of wholesale electricity by requiring companies who sell in the wholesale market to obtain a market-based rate authority unless they justify their rates on a cost-of-service basis.  Several of the Company’s subsidiaries have market-based rate authority.  If these subsidiaries do not comply with FERC’s rules on market-based rate authority be subject to sanctions, including substantial monetary penalties.  The Company is also subject to mandatory reliability standards enacted by the NERC and enforced by FERC.  Compliance with the mandatory reliability standards may subject the Company and others to higher operating costs and may result in increased capital expenditures.  If the Company is found to be in noncompliance with the mandatory reliability standards, the Company could be subject to sanctions, including substantial monetary penalties.
 
In addition, the Dodd-Frank Act provides a regulatory regime for derivatives that generally requires derivatives to be traded on an exchange and cleared together with related collateral and margin requirements.  The Company qualifies for the commercial end-user exception which allows it to continue to enter into swaps in the over-the-counter market without being subject to mandatory exchange trading and clearing.  Additionally, Dodd-Frank has brought about enhanced reporting and record keeping requirements as well as expanded position limits that are still pending final adoption.  A similar regulatory regime is coming online in Europe.  In addition, the Canadian regulators have commenced a process to implement a similar regulatory regime for derivatives that is not yet finalized.  These Canadian rules are meant to be similar to the US’s Dodd Frank Act but have differences that may be more impactful to the Company than the current US regulations.
 
Financing
 
Just Energy Credit Facility
 
Just Energy Ontario L.P. and Just Energy (U.S.) Corp., Subsidiaries of the Company, are parties to the sixth amended and restated credit agreement (as amended, restated and supplemented from time to time), providing Just Energy with a credit facility of up to $277.5 Million for working capital purposes (the “Credit Facility”).  Under the terms of the Credit Facility, Just Energy is able to make use of Bankers’ Acceptances and LIBOR advances at stamping fees that vary between 2.625 per cent and 3.75 per cent, prime rate advances at rates of interest that vary between bank prime plus 1.625 per cent and 2.75 per cent, and letters of credit at rates that vary between 2.625 per cent and 3.75 per cent.  Interest rates are adjusted quarterly based on certain financial performance indicators.  The current syndicate of lenders includes CIBC, National Bank of Canada, Shell, HSBC Bank of Canada, Alberta Treasury Branches and Canadian Western Bank.  To complement the Credit Facility, Just Energy, the Secured Suppliers and the lenders have entered into the Intercreditor Agreement pursuant to which the Secured Suppliers and the lenders jointly hold security over substantially all of the assets of the Company and its operating Subsidiaries (other than Hudson Energy UK).  Securities with respect to the commodity business owned directly or indirectly by the Company in its operating Subsidiaries (excluding, without limitation Hudson UK) have been pledged to CIBC, the collateral agent, as part of the security.  All receipts are directed to bank accounts over which CIBC, as collateral agent, has deposit account control agreements in place (each a “Blocked Account”).  Gas Suppliers and Electricity Suppliers invoice the operating Subsidiaries of the Company directly and, provided that no event of default exists under the Credit Facility, the Intercreditor Agreement or the related security agreements, the Subsidiaries of the Company, on a periodic basis, pay the cost of commodity and related administration fees directly from the Blocked Accounts.  Where an event of default exists, CIBC, as collateral agent, has the right to exercise control over each
 

 
19

 


Blocked Account in any manner and in respect of any item of payment or proceeds thereof in accordance with the terms of the Intercreditor Agreement.  The Credit Facility contains a number of covenants, including, without limitation, with respect to financial ratios.  Just Energy has complied with all covenants under the Credit Facility.  The Credit Facility matures on September 1, 2018.
 
$330 Million Convertible Debentures
 
To fund the acquisition of Hudson Energy, Just Energy entered into an agreement with a syndicate of underwriters for $330 million of convertible extendible unsecured subordinated debentures issued on May 5, 2010, which were assumed by the Company on the Trust Conversion.  The $330 Million Convertible Debentures bear an interest rate of 6.0% per annum payable semi-annually in arrears on June 30 and December 31 of each year and mature on June 30, 2017.  Each $1,000 of principal amount of the $330 Million Convertible Debentures is convertible at any time prior to maturity or on the date fixed for redemption, at the option of the holder, into approximately 55.6 Common Shares of the Company, representing a conversion price of $18 per Common Share.
 
The $330 Million Convertible Debentures were redeemable after June 30, 2013, but prior to June 30, 2015, in whole or in part, on not more than 60 days’ and not less than 30 days’ prior notice, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, provided that the then current market price on the date on which notice of redemption was given was not less than 125% of the conversion price.  On or after June 30, 2015, and prior to the maturity date, the debentures may be redeemed by the Company, in whole or in part, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest.  The $330 Million Convertible Debentures are unsecured and are subordinated to Just Energy’s secured obligations, the $105 Million Note and the $150 Million Convertible Bonds.
 
Pursuant to a normal course issuer bid filed on March 16, 2014, renewed on March 15, 2015, and renewed on March 15, 2016, as of May 27, 2016, $8,733,000 of the $330 Million Convertible Debentures have been purchased by the Company for cancellation at a weighted average price of $971.23 (on a par value of $1,000).
 
$100 Million Convertible Debentures
 
To fund the acquisition of Fulcrum, Just Energy entered into an agreement with a syndicate of underwriters for $100 million of convertible extendible unsecured subordinated debentures issued on September 22, 2011.  The $100 Million Convertible Debentures bear an interest rate of 5.75% per annum payable semi-annually in arrears on March 31 and September 30 of each year and mature on September 30, 2018.  Each $1,000 of principal amount of the $100 Million Convertible Debentures is convertible at any time prior to maturity or on the date fixed for redemption, at the option of the holder, into approximately 56.0224 Common Shares of the Company, representing a conversion price of $17.85 per Common Share.
 
The $100 Million Convertible Debentures are not redeemable prior to October 1, 2014, and prior to September 30, 2016, except under certain conditions after a change of control has occurred.  On or after October 1, 2014, the debentures may be redeemed by the Company, in whole or in part, on not more than 60 days’ and not less than 30 days’ prior notice, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest, provided that the current market price on the date on which notice of redemption is given is not less than 125% of the conversion price.  On or after September 30, 2016, and prior to the maturity date, the debentures may be redeemed by the Company, in whole or in part, at a redemption price equal to the principal amount thereof, plus accrued and unpaid interest.  The $100 Million Convertible Debentures are unsecured and are subordinated to Just Energy’s secured obligations, the $105 Million Note and the $150 Million Convertible Bonds.
 
$105 Million Note
 
Just Energy entered into a $105 million senior unsecured note indenture on December 12, 2012.  The sole holder of the $105 Million Note is CPPIB Credit Investments Inc.  The $105 Million Note bears an interest rate of 9.75% and matures in May of 2018.  The $105 Million Note is subject to certain financial and other covenants.  As of March 31, 2016, all of these covenants have been met.  Just Energy used the net proceeds from the $105 Million Note to reduce its drawings on its working capital line, fund future growth and for general corporate purposes.  On March 31, 2016, $25 Million of the $105 Million Note was redeemed by the Company.  As of May 27, 2016, $80 Million of the $105 Million Note remains outstanding.
 

 
20

 

 
$150 Million Convertible Bonds
 
On January 29, 2014, the Company announced the closing of the European-focused offering of USD $150 million of senior unsecured convertible bonds due July 2019 with a coupon of 6.5% per annum payable semi-annually in arrears.  The initial conversion price is USD $9.3762 share, which represents a premium of 22.5% over the 5 day volume weighted average price of Just Energy’s Common Shares on January 21, 2014 (being the day on which the offering was publicly announced).  The $150 Million Convertible Bonds are subject to certain covenants.  As of March 31, 2016, all of these covenants have been met.  Just Energy used the net proceeds of the offering to redeem its outstanding $90 Million Convertible Debentures, and intends to make market purchases for cancellation of convertible debentures from other series as allowed under its debt covenants and to pay down the Company’s Credit Facility.
 
RISK FACTORS
 
The business of the Company and an investment in securities of the Company are subject to certain risks.  Prospective purchasers of securities of the Company should carefully consider the risk factors set forth on page 1 and under the heading “Risk Factors” at pages 45 to 49 of the Company’s Fiscal 2016 Fourth Quarter Management Discussion and Analysis (“MD&A”) (in Just Energy’s Annual Report), which portions of such documents are incorporated by reference in this Annual Information Form and are available on the SEDAR website at www.sedar.com, the U.S Securities and Exchange Commission website at www.sec.com and on Just Energy’s website at www.justenergygroup.com.  The principal risks and uncertainties that Just Energy can foresee are described in the above referenced excerpts, which are qualified in their entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Annual Information Form.  The list may not be an exhaustive list as some future risks may be as yet unknown.  Other risks currently regarded as immaterial could turn out to be material.  If any such risks actually occur, the business, financial condition and/or liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to pay dividends on the Common Shares could be materially adversely affected.
 
DIVIDENDS AND DISTRIBUTIONS
 
Dividends on Common Shares
 
The Company’s dividend policy provides that the amount of cash dividends, if any, to be paid on the Common Shares is subject to the discretion of the Board of Directors and may vary depending on a variety of factors, including, without limitation: (i) the prevailing economic and competitive environment; (ii) the Company’s results of operations and earnings; (iii) financial requirements for the operations and growth of the Company and its Subsidiaries; (iv) the satisfaction of solvency tests imposed by the CBCA for the declaration and payment of dividends; (v) contractual restrictions and financing agreement covenants; and (vi) other relevant factors and conditions existing from time to time.
 
On June 5, 2014, the Company announced that it would be reducing its dividend from $0.84 annually to $0.50 annually and that the dividend would be paid quarterly ($0.125 per quarter), effective July 1, 2014, with the first dividend payment on September 30, 2014.  Cash dividends are made on the last business day of each fiscal quarter to the Shareholders of record on the 15th day of such month or the first business day thereafter.  However, there is no guarantee that the Company will maintain this dividend policy.
 
The following table sets forth the month of payment and dividends per Common Share paid by the Company, as applicable for the three most recently completed fiscal years and for the months of April and May, 2016.
 
Record of Cash Distributions/
Dividends (1)
 
Fiscal 2017
$ Per Common Share
 
Fiscal 2016
$ Per Common Share
 
Fiscal 2015
$ Per Common Share
 
Fiscal 2014
$ Per Common Share
                 
April
 
 
 
0.07
 
0.07
May
 
 
 
0.07
 
0.07
June
 
 
0.125
 
0.07
 
0.07
July
 
 
 
 
0.07
August
 
 
 
 
0.07
September
 
 
0.125
 
0.125
 
0.07
October
 
 
 
 
0.07
November
 
 
 
 
0.07
December
 
 
0.125
 
0.125
 
0.07
January
 
 
 
 
0.07
February
 
 
 
 
0.07
March
 
 
0.125
 
0.125
 
0.07
 
 
 
21

 


Notes:
 
(1)
Distributions are also paid on all outstanding PBGs, RSGs and DSGs equal to the dividend paid on the Common Shares.  As of March 31, 2016, there were 1,084,903 PBGs, 1,740,363 RSGs and 147,430 DSGs outstanding.
 
MARKET FOR SECURITIES
 
Common Shares of the Company
 
The Common Shares of the Company are listed for trading on the TSX and the NYSE under the symbol JE.  The following tables set forth the price range and trading volume of Common Shares traded on the TSX and the NYSE for the periods indicated as reported by the TSX and the NYSE, respectively.
 
TSX
(CDN$)
 
Period
High ($)
Low ($)
Volume
2015
     
April
6.76
5.80
289,052
May
6.84
6.12
303,780
June
6.90
6.36
231,612
July
7.04
6.12
217,967
August
8.13
6.74
506,114
September
8.23
7.43
454,133
October
9.83
8.14
544,863
November
9.78
8.15
416,187
December
10.22
8.92
479,478
2016
     
January
9.90
7.98
517,747
February
9.43
7.52
427,292
March
8.30
7.64
278,780
April
8.16
7.60
214,423
May (1 to 13)
8.31
7.63
186,300
 
NYSE
(US$)
 
Period
High ($)
Low ($)
Volume
2015
     
April
5.62
4.61
258,039
May
5.62
5.10
157,580
June
5.55
5.11
140,521
July
5.40
4.80
140,395
August
6.15
5.07
221,223
September
6.20
5.61
148,413
October
7.54
6.15
297,926
November
7.45
6.11
304,713
December
7.38
6.53
165,417
2016
     
January
7.11
5.49
194,236
February
6.83
5.37
124,084
March
6.25
5.83
90,533
April
6.52
5.85
110,939
May (1 to 13)
6.49
5.90
91,367
 

 
22

 

 
$330 Million Convertible Debentures
 
The $330 Million Convertible Debentures are traded on the TSX under the symbol JE.DB.  The following table sets forth trading information for the $330 Million Convertible Debentures for the periods indicated as reported by the TSX:
 
Period
High ($)
Low ($)
Volume
2015
     
April
94.76
90.00
396,548
May
96.50
92.25
154,425
June
96.65
95.00
232,409
July
96.50
95.10
100,432
August
97.70
95.90
334,825
September
99.01
96.50
299,857
October
99.01
98.50
128,095
November
99.30
98.50
109,476
December
99.00
95.99
234,041
2016
     
January
98.75
93.23
110,500
February
99.00
95.50
267,550
March
99.80
98.50
168,909
April
99.82
99.04
161,750
May (1 to 13)
99.50
99.08
53,900
 
$100 Million Convertible Debentures
 
The $100 Million Convertible Debentures began trading on the TSX under the trading symbol JE.DB.B on September 22, 2011.  The following table sets forth trading information for the $100 Million Convertible Debentures for the periods indicated as reported by the TSX:
 
Period
High ($)
Low ($)
Volume
2015
     
April
89.36
85.00
71,048
May
91.40
88.00
80,100
June
91.50
90.50
103,273
July
92.10
90.01
26,341
August
93.00
91.00
175,950
September
96.75
92.98
138,619
October
97.50
96.24
64,143
November
98.00
96.50
55,905
December
97.99
95.10
72,952
2016
     
January
96.79
91.00
48,300
February
96.01
92.00
48,500
March
98.51
95.75
50,682
April
99.25
97.99
63,095
May (1 to 13)
99.00
98.05
38,100
 
 
 
23

 
 
 
US$150 Million 6.5% Convertible Bonds
 
The US$150 Million 6.5% Convertible Bonds were listed on the Professional Securities Market of the LSE under the trading symbol 48IL on June 12, 2014.  To date the LSE has not reported any trading activity.
 
PRIOR SALES
 
The Company issued the following securities during the most recently completed fiscal year, none of which are listed or quoted on a marketplace:
 
1.
916,517 RSGs/PBGs were granted on June 25, 2015, having a grant value of $5.99/6.09 per RSG/PBG.
2.
41,667 RSGs/PBGs were granted on November 12, 2015, having a grant value of $6.09 per RSG/PBG.
3.
25,000 RSGs/PBGs were granted on February 10, 2016, having a grant value of $9.18 per RSG/PBG.

As part of their fee based compensation, DSGs or Common Shares are issued to directors at the end of each quarter at a value per DSG or Common Share equal to the 10 day simple average closing price of the Common Shares, as applicable, on the TSX preceding the quarter end.

The following table describes the number of DSGs or Common Shares granted, the date granted, and the 10 day simple average closing price of Common Shares, as applicable, used to determine the number of DSGs or Common Shares granted.
 
Quarter Ended
Total Number of DSGs/
Common Shares Granted
10 Day Average Closing Price
 
June 30, 2015
4,504
6.66
September 30, 2015
7,259
7.96
December 31, 2015
5,986
9.81
March 31, 2016
6,139
7.88
 
ESCROWED SECURITIES
 
As of the date hereof, there are no shares of the Company held in escrow or subject to a contractual restriction on transfer.
 
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
Members of the Board of Directors
 
The names, municipalities of residence, year of appointment and the present principal occupations of the directors of the Company as at May 31, 2016, are as follows:
 
Name, Municipality of Residence
 
Year of Appointment(7)
 
Present Principal Occupation
During Five Preceding Years(8)
         
Rebecca MacDonald
Toronto, Ontario
 
 
2001
 
Executive Chair of the Company
 
 
James Lewis
Houston, Texas
 
 
2015
 
President and Co-Chief Executive Officer of the Company
 
 
Deb Merril
Houston, Texas
 
 
2015
 
President and Co-Chief Executive Officer of the Company
 
 
John A. Brussa (3)(4)(6)
Calgary, Alberta
 
 
2001
 
Senior Partner, Burnet, Duckworth & Palmer LLP (law firm)

 
 
24

 

 
Name, Municipality of Residence
 
Year of Appointment(7)
 
Present Principal Occupation
During Five Preceding Years(8)
         
William F. Weld (2)(3)(5)
New York, New York
 
 
2012
 
 
Principal, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C (law firm)
 
George Sladoje (1)(2)
Chicago, Illinois
 
 
2012
 
Principal of Sladoje Consulting, LLC
Brett Perlman (2)(4)
Houston, Texas
 
 
2013
 
President, Vector Advisors
R. Scott Gahn (1)(4)
Houston, Texas
 
 
2013
 
President, Gulf Coast Security Systems, Inc.
David F. Wagstaff (1)(2)(6)
Toronto, Ontario
 
 
2015
 
Self-employed
Ryan Barrington-Foote (3)(4)(6)
Vancouver, British Columbia
 
 
2015
 
Managing Director, Accounting - The Jim Pattison Group
H. Clark Hollands (1)(3)(6)
Vancouver, British Columbia
 
 
2015
 
Chartered Accountant, Businessman and Corporate Director
Notes:
 
(1)
Member of the Audit Committee.  Mr. Wagstaff is the Chair of the Committee and the Financial Expert under the NYSE listing standards.
(2)
Member of the Compensation, Human Resources, Environmental, Health and Safety Committee.  Mr. Sladoje is the Chair of the Committee.
(3)
Member of the Nominating and Corporate Governance Committee.  Mr. Weld is the Chair of the Committee.
(4)
Member of the Risk Committee.  Mr. Gahn is the Chair of the Committee.
(5)
Appointed lead director by the Board on June 25, 2015.
(6)
Member of the Finance Committee.  Mr. Hollands is the Chair of the Committee.
(7)
Each of Ms. MacDonald and Mr. Brussa became a director of the Company on December 31, 2010, immediately prior to the Trust Conversion.  Prior to the Trust Conversion, each of Ms. MacDonald and Mr. Brussa was a director of Just Energy Corp., the administrator of the Fund.
(8)
Each of the Directors of the Company has held the principal occupation indicated opposite his or her name during the preceding five years except:
 
 
(a)
Mr. Sladoje was Chief Executive Officer of NASDAQ OMX Commodities Clearing Company until December 31, 2011;
 
(b)
Mr. Weld was Of Counsel at McDermott Will & Emery LLP until October, 2012;
 
(c)
Mr. Gahn became president of Gulf Coast Security Systems, Inc. in November 2012.  He retired as the Company’s Chief Operating Officer on June 10, 2011; and
 
(d)
Mr. Wagstaff was Vice President and Chief Financial Officer of Jetport Inc. until February, 2016.
 
Executive Officers of the Company
 
The names, municipality of residence and present principal occupations of the executive officers of the Company as at May 27, 2016, are as follows:
 
Name, Municipality of Residence
 
Principal Occupation
During Preceding Five Years(1)
     
Rebecca MacDonald
Toronto, Ontario
 
 
Executive Chair
James W. Lewis
Houston, Texas
 
 
President and Co-Chief Executive Officer
 
Deborah Merril
Houston, Texas
 
 
President and Co-Chief Executive Officer

 
 
25

 

 
Name, Municipality of Residence
 
Principal Occupation
During Preceding Five Years(1)
     
Patrick McCullough
Houston, Texas
 
 
Chief Financial Officer
 
Jason Herod
Stoufville, Ontario
 
 
Executive Vice President, Consumer Division – North America
 
Jonah T. Davids
Toronto, Ontario
 
 
Executive Vice President and General Counsel
Ash Rajendra
Toronto, Ontario
 
 
Senior Vice President and Chief Information Officer
Jim Brown
Houston, Texas
 
 
Senior Vice President, Commercial Division and President of Hudson Energy
Morgan Smith
Houston, Texas
 
 
Chief Sales Officer
Krishnan Kasiviswanathan
Houston, Texas
 
Senior Vice President, Supply and Strategic Development
Notes:
 
(1)
Each of the officers who is not a director of the Company has held the principal occupation referred to opposite his or her name or has held other positions and offices within the Company or its subsidiaries during the past five years except:
 
 
(a)
Mr. McCullough has been the Chief Financial Officer of the Company since August, 2014.  He was previously the Chief Executive Officer and Chief Financial Officer of Amonix, Inc.
 
(b)
Mr. Rajendra has been the Senior Vice President and Chief Information Officer of the Company since August, 2011.
 
(c)
Mr. Brown joined the Company as Senior Vice President of Settlements on April 22, 2013.  He became President of Hudson Energy on April 11, 2016.  He was previously Vice President of Finance at NextEra Energy Resources.
 
(d)
Mr. Smith joined the Company in March of 2016.  He was previously Vice President of Sales at NRG Energy.
 
(e)
Mr. Kasiviswanathan joined the Company in July of 2014.  He was previously President and CEO of Gavelant LLC and Vice President of Commercial Operations at NRG Energy, Inc.
 
Ownership, Control and Direction of Securities by Directors and Executive Officers
 
As of May 27, 2016, the above directors and executive officers of the Company, as a group, beneficially owned, or exercised control or direction over, directly or indirectly, an aggregate of approximately 9,750,000 Common Shares, PBGs, RSGs and DSGs, representing approximately 6.6% of the issued and outstanding Common Shares.
 
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
 
Other than as set forth below, no director or executive officer of the Company, or a security holder holding a sufficient number of securities of the Company to affect materially the control of the Company, is, as at the date hereof, or has been within the 10 years before the date hereof, a director, or executive officer of any company that, while such person was acting in that capacity: (i) was the subject of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days; (ii) was subject to an event that resulted, after the director or executive officer ceased to be a director or executive officer, in the company being the subject of a cease trade or similar order or an order that denied the relevant company any exemption under securities legislation, for a period of more than 30 consecutive days; or (iii) within a year of such person ceasing to act in that capacity become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.
 
No director or executive officer of the Company, or a security holder holding a sufficient number of securities of the Company to affect materially the control of the Company (or any personal holding company of such person), has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or any other
 

 
26

 


penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.
 
Personal Bankruptcies
 
No director or executive officer of the Company, or a security holder holding sufficient securities of the Company to affect materially the control of the Company, or a personal holding company of any such persons, has, within the 10 years preceding the date of this document, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the individual.
 
Conflicts of Interest
 
There are potential conflicts of interest to which the directors and officers of the Company will be subject in connection with the operations of the Company.  In particular, certain of the directors and officers of the Company are involved in managerial or director positions with other energy companies whose operations may, from time to time, be in direct competition with those of the Company or with entities which may, from time to time, provide financing to, or make equity investments in, competitors of the Company.  Conflicts, if any, will be subject to the procedures and remedies available under the CBCA.  The CBCA provides that in the event that a director has an interest in a contract or proposed contract or agreement, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement unless otherwise provided in the CBCA.  As at the date hereof, the Company is not aware of any existing material conflicts of interest between the Company or a Subsidiary of the Company and any director or officer of the Company or a Subsidiary of the Company.
 
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
 
Other than as set forth below, there are no outstanding legal proceedings or regulatory actions to which the Company or any of its Subsidiaries is a party or in respect of which any of their respective properties are subject, which are either: (a) individually, for claims in excess of 10% of the current asset value of the Company, or (b) material to the Company or any of its Affiliates, nor are there any such proceedings known to be contemplated.
 
The State of California has filed a number of complaints with the FERC against many suppliers of electricity, including Commerce Energy, Inc. (“CEI”), a subsidiary of the Company, with respect to events stemming from the 2001 energy crisis in California.  On March 18, 2010, the assigned Administrative Law Judge granted a motion to strike the claim for all parties in one of the complaints (in favour of the suppliers), holding that California did not prove that the reporting errors masked the accumulation of market power.  California has appealed the decision.  On June 13, 2012, FERC denied the plaintiff’s request for a rehearing, affirming its initial decision.  California appealed to the United States District Courts for the Ninth Circuit and oral arguments were heard on February 26, 2015.  On April 29, 2015, the appeals court remanded the case back to FERC on grounds that the agency erred in assessing whether market power had resulted in unjust and unreasonable prices, when it only considered power generation market share.  FERC ordered settlement conferences for all parties and a status conference for May 24, 2016, to schedule hearings and discuss next steps.   CEI continues to vigorously contest this matter.
 
In March 2012, Davina Hurt and Dominic Hill filed a lawsuit against Commerce Energy Inc., Just Energy Marketing Corp. and the Company (collectively referred to as “Just Energy”) in the Ohio federal court claiming entitlement to payment of minimum wage and overtime under Ohio wage claim laws and the federal Fair Labor Standards Act (“FLSA”) on their own behalf and similarly situated door-to-door sales representatives who sold for Commerce in certain regions of the United States.  The Court granted the plaintiffs’ request to certify the lawsuit as a class action.  Approximately 1,800 plaintiffs opted into the federal minimum wage and overtime claims, and approximately 8,000 plaintiffs were certified as part of the Ohio state overtime claims.  A jury trial on the liability phase was completed on October 6, 2014.  The jury reached a verdict that supports the plaintiffs’ class and collective action that certain individuals were not properly classified as outside salespeople in order to qualify for an exemption under the minimum wage and overtime requirements pursuant to the FLSA and Ohio wage and hour laws.  Potential amounts owing have yet to be determined and will be subject to a separate damage phase proceeding which remains unscheduled by the Court.  On January 9, 2015, the Court struck the plaintiffs’ damage expert report based primarily on the fact that the report relied on an unreliable survey.  Just Energy disagrees with the result of the October trial and is of the opinion that it is not supported by existing law and precedent.  Just Energy strongly
 

 
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believes it complied with the law, continues to vigorously defend the claims and intends to appeal adverse findings.  The Court granted Just Energy’s request to file an interlocutory appeal of the liability finding, but the United States Court of Appeals for the Sixth Circuit denied the request.  Appeal steps will be taken after conclusion of the damages phase of the trial.
 
In August 2013, Levonna Wilkins, a former door-to-door independent contractor for Just Energy Marketing Corp. (“JEMC”) filed a lawsuit against Just Energy Illinois Corp., CEI, JEMC and the Company (collectively referred to as “Just Energy”) in the Illinois federal district court claiming entitlement to payment of minimum wage and overtime under Illinois wage claim laws and the federal FLSA on her own behalf and similarly situated door-to-door sales representatives who sold in Illinois.  On March 13, 2015, the Court granted Wilkins’ request to certify the lawsuit as a class action to include a class made up of Illinois sales representatives who sold for Just Energy Illinois and CEI.  Just Energy filed a motion for reconsideration objecting to the class definition and requested that the Court revise its ruling to exclude sales representatives who sold for CEI.  On March 22, 2016, Just Energy’s summary judgment motion and motion for reconsideration were denied.  Just Energy will continue to vigorously contest this matter.
 
In March 2015, Kevin Flood, a former door-to-door independent contractor for JEMC filed a lawsuit against JEMC, Just Energy New York Corp. and the Company (collectively referred to as “Just Energy”) in New York Federal District Court (Southern District) claiming entitlement to payment of minimum wage and overtime under New York wage claim laws and the FLSA on his own behalf and similarly situated door-to-door sales representatives who sold in New York.  On January 25, 2016, the Court granted Flood’s request to certify the lawsuit as a class action for the FLSA claims to include a class made up of New York sales representatives who sold for Just Energy New York.  The class opt in period expired on May 4, 2016.  Just Energy filed a motion for summary judgment for dismissal of Flood’s claims, which remains pending.  Just Energy vigorously contests this matter.
 
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
 
Other than as described in the Management Information Circular dated May 27, 2016, which is incorporated by reference herein, there were no material interests, direct or indirect, of directors or executive officers of the Company, any person that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the Common Shares, or any known associate or affiliate of such persons, in any transaction within the three most recently completed financial years or during the current financial year which has materially affected or is reasonably expected to materially affect the Company.
 
AUDITORS, TRANSFER AGENT AND REGISTRAR
 
The auditors of the Company are Ernst & Young LLP, Chartered Accountants, Toronto, Ontario.  Based on the recommendation of the Audit Committee of the Company, the Board has proposed that Ernst & Young LLP continue as auditors of the Company at the Annual General Meeting of the Company to take place on June 28, 2016.
 
Computershare Investor Services Inc. at its principal transfer offices in Toronto, Ontario acts as the transfer agent and registrar for the Common Shares, and trustee for the $330 Million Convertible Debentures, the $100 Million Convertible Debentures and the $105 Million Note Indenture.  US Bank Trustees Limited at their principal offices in London, England and Elavon Financial Services Limited, UK Branch act as trustees for the $150 Million Convertible Bonds.
 
INTEREST OF EXPERTS
 
There is no person or company whose profession or business gives authority to a statement, report or valuation made by such person or company and who is named as having prepared or certified a statement, report or valuation described or included in a filing, or referred to in a filing, made under National Instrument 51-102 by the Company during, or related to, the Company’s most recently completed financial year other than Ernst &Young LLP, the Company’s current auditors.  Ernst & Young LLP have confirmed that they are independent within the meaning of the rules of professional conduct of the Institute of Chartered Accountants of Ontario.  In addition, none of the aforementioned persons or companies, nor any director, officer or employee of any of the aforementioned persons or companies, is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company.
 

 
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MATERIAL CONTRACTS
 
Except for contracts entered into by the Company in the ordinary course of business or otherwise disclosed herein, the only material contracts entered into by the Company and/or its Subsidiaries are: the Credit Facility and its respective amendments, the $330 Million Debenture Indenture (as amended and supplemented from time to time), the $100 Million Debenture Indenture (as amended and supplemented from time to time) the $105 Million Note Indenture, and the $150 Million Convertible Bonds Trust Deed, each of which is described herein.  Copies of the Company’s material agreements are available on the Company’s SEDAR profile at www.sedar.com or, since January 30, 2012, on the U.S. Securities Exchange Commission’s website at www.sec.com.
 
AUDIT COMMITTEE INFORMATION
 
Multilateral Instrument 52-110 of the Canadian Securities Administrators requires the Company to disclose annually in its AIF certain information relating to the Company’s Audit Committee and its relationship with its independent auditors.  Schedule “A” contains the additional information contemplated by Form 52-110F1 - “Audit Committee Information required in an AIF”, including information with respect to the financial literacy and experience of each member of the Audit Committee.  The text of the mandate for the Audit Committee is included in Schedule “B”.
 
ADDITIONAL INFORMATION
 
Additional information relating to the Company may be found on SEDAR at www.sedar.com, at the U.S. Securities and Exchange Commission website at www.sec.gov, or on the Company’s website at www.justenergygroup.com.  Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, is contained in the Information Circular of the Company for its most recent annual meeting of Shareholders that involved the election of directors of the Company.  Additional financial and other information is contained in the Financial Statements and the MD&A.
 

 
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SCHEDULE “A” - FORM 52-110F1
AUDIT COMMITTEE INFORMATION REQUIRED IN AN AIF
 
The Audit Committee’s Charter.
 
The text of the Company’s Audit Committee charter as approved on February 9, 2012, is attached hereto as Schedule “B”.
 
Composition of the Audit Committee and Relevant Education and Experience.
 
At May 27, 2016, the Company’s Audit Committee consisted of David Wagstaff (Chair), R. Scott Gahn, H. Clark Hollands, and George Sladoje.  All members of the audit committee are independent and financially literate (as those terms are defined in Multilateral Instrument 52-110 – Audit Committees).
 
Mr. Wagstaff, a chartered accountant, was, until February 2016, the Vice President and Chief Financial Officer of Jetport Inc. of Burlington Ontario.  Mr. Wagstaff is a seasoned financial executive with a broad range of experience in operational and financial restructuring, mergers and acquisitions and investments evaluation and analysis, including active participation on a number of private company, public and not for profit boards over the past 25 years.  He is Audit Committee Certified (ACC) 2015, a Directors College joint venture between the conference Board of Canada and McMaster University, is a member of the Institute of Chartered Professional Accountants of Ontario, received the CA designation in 1985 and a bachelor of commerce degree from McMaster University 1982.  As Vice President and Chief Financial Officer of Jetport Inc. he had oversight of $1.5 billion in assets under management, is a member of the corporate investment committee and has primary responsibility over taxation for the corporate group.  Before joining Jetport Inc., Mr. Wagstaff was senior manager Arthur Anderson & Co. (Toronto) and has extensive board experience having served on the board of several private companies.  Mr. Wagstaff is the financial expert on the audit committee for purposes of the NYSE listing standards.
 
Mr. Gahn was appointed to the board on December 17, 2013, and was the Executive Vice President and Chief Operating Officer of Just Energy until June, 2011 when he retired from the Company.  Mr. Gahn is currently the President of Gulf Coast Security Services, Inc., a Houston-based security firm.  Mr. Gahn has a long history in the deregulated energy industry having served on the Texas ERCOT board from 2005 to 2008 and having been involved in the sale of deregulated and regulated electricity and natural gas for 28 years.  He was one of the founding shareholders and Chief Executive Officer of Just Energy Texas L.P. which was purchased by the Company in 2007 and in that capacity was responsible for North American Wholesale energy supply operations and business developments.
 
Mr. Hollands is a chartered accountant.  He obtained his B. Comm. from the University of British Columbia in 1975, his CA designation in 1977 and his FCA designation in 2008.  He spent 25 years of his professional career as an international tax partner with KPMG in Vancouver advising many significant Canadian based multi-national groups and large public companies on their international tax arrangements.  Mr. Hollands left private practice in 2008 to devote most of his time to a variety of business and investment interests in which he is a partner and to devote more time to his family and several charitable foundations.  He also serves as a director and advisor to several other large Canadian based private foundations.
 
Mr. Sladoje joined the board of the Company on November 6, 2012, and became a member of the Audit Committee on February 6, 2013.  Mr. Sladoje was, until 2011, CEO of NASDAQ OMX Commodities Clearing Company and former Chair and CEO to 2010 of North American Energy and Clearing Corporation, both centered in Chicago, Illinois.  Mr. Sladoje serves as Principal, Sladoje Consulting, Chicago where he specializes in providing regulatory and compliance consulting to organizations dealing in electricity, gas and equities trading and has provided marketing services to grid operators across the United States including Midwest ISO and ERCOT.  This expertise, along with his accounting background as a CPA with a big 8 accounting firm, his experience in working with energy regulators and in risk management and governance qualifies him to serve on the Just Energy board of directors and as a member of the audit committee and chair of the compensation, human resources, environmental, health and safety committee.  He has also served as a director of other companies, including the California Power Exchange, and the United States Power Fund, and has worked with many major national regulators including The Commodity Futures Trading Commission, the SEC, FERC and the public utility commissions of several states.
 

 
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Pre-Approval Policies and Procedures
 
Recommendations are made from time to time from management to the Audit Committee for the engagement of all non-audit services.  The Audit Committee considers such recommendations for pre-approval at its quarterly meetings or sooner, if necessary providing that where necessary, this function may be delegated to the Chair of the Audit Committee for approval on the basis that the Chair reports all such approvals to the Audit Committee at its next regularly scheduled meeting.
 
External Auditor Service Fees
 
Audit and Audit Related Fees
 
For fiscal 2016, fees charged by Ernst & Young LLP for professional audit services that are normally provided by external auditors in connection with statutory and regulatory filings or engagements as well as for assurance and related services rendered by it that are reasonably related to the performance of the audit or review of the Company’s financial statements were $1,604,500 (2015 — $1,696,000).
 
Tax Fees
 
Tax fees for professional services rendered by Ernst & Young LLP for tax compliance, tax advice, tax planning and other services were $534,700 (2015 — $695,500).
 
Total Fees
 
The aggregate fees billed by Ernst & Young LLP were $2,139,200 (2015 — $2,391,500).  No other services were provided to Just Energy and its subsidiaries by Ernst & Young LLP.
 

 
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SCHEDULE “B” - AUDIT COMMITTEE MANDATE
 
JUST ENERGY GROUP INC.
 
1.      COMPOSITION
 
(a)
Applicable Canadian corporate and provincial and United States securities legislation, regulation and policies, the Toronto Stock Exchange (“TSX”) and New York Stock Exchange (“NYSE”) by-laws rules, regulation and policies and applicable provisions of the Securities Act of 1933, the Securities and Exchange Act of 1934, the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 to the extent applicable to a foreign private issuer (together “Applicable Legislation”) require that an audit committee (the “Committee”) be comprised of a minimum of three directors, each of whom will be financially literate and independent and one of whom shall be a “financial expert” as defined by Applicable Legislation and each of whom shall be independent (as set out in section 303 A.02 of the NYSE Company Manual) and shall not have any material relationship with the Company or any affiliate thereof, i.e., a relationship that could, in the view of the Company’s board of directors (the “Board”) reasonably interfere with the exercise of a member’s independent judgment.
 
(b)
The Board of Directors of the Company (the “Board”) will appoint the members of the Committee annually at the first meeting of the Board after the annual meeting of shareholders of the Company and shall ensure that the members of the Committee meet the qualifications and other requirements outlined in (a) above under Applicable Legislation.
 
(c)
Committee members will be appointed for a one year term and may be reappointed subject to the discretion of the Board having regard: (i) to Applicable Legislation and, (ii) the desire for continuity and for periodic rotation of Committee members.
 
(d)
One of the members of the Committee who is otherwise qualified under Applicable Legislation and who shall be a financial expert under Applicable Legislation shall be appointed Committee Chair by the Board.  The Committee shall appoint a Secretary who shall be the Corporate Secretary of to the Company.  Any Committee member, who for any reason, is no longer independent, ceases to be a member of the Committee.
 
(e)
If an audit committee member simultaneously serves on the audit committee of more than 3 public companies, the Board must determine that such simultaneous service will not impair the ability of such member to effectively serve on the Company’s Committee.
 
2.
AUTHORITY
 
(a)
The Board may authorize the Committee to investigate any activity of the Company and any affiliate thereof for which the Committee has responsibility or with respect to those responsibilities imposed on audit committees herein and by Applicable Legislation.  All employees are to co-operate as requested by the Committee.
 
(b)
The Committee may, without the approval of management, retain persons having special expertise to assist the Committee in fulfilling its responsibilities, including outside counsel or financial experts and provide for their remuneration.
 
(c)
The external auditor and internal audit shall report to the Committee.
 
3.
MEETINGS
 
(a)
The Committee is to meet at least four times per year preferably immediately following the meeting of the Risk Committee.  The meetings will be scheduled to permit the review of the scope of the audit as presented by the Company’s auditor before commencement of the audit and the timely review of the quarterly and annual financial statements and such other annual filings required to be made by the Company and any affiliate thereof containing financial information about the Company and any affiliate thereof including the AIF, MD&A (quarterly and annual), quarterly press releases, reports to Shareholders, the management proxy circular and such other disclosure documents applicable to the Company and any affiliate thereof which contain financial data based upon, derived from or to form part of the financial statements of the Company and contemplated by Applicable Legislation.
 

 
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(b)
Meetings of the Committee shall be validly constituted if a majority of members of the Committee are present in person or by telephone conference.  Additional meetings may be held as deemed necessary by the Committee Chair or as requested by any member or the external auditors or any director of the Company not a member of the Committee.
 
(c)
Any member of the external auditors of the Company is entitled to receive notice of every meeting of the Committee and at the Company’s expense, to attend and be heard thereat and, if requested by a member of the Committee, to attend any meeting of the Committee.
 
(d)
The Committee should require the attendance of the Company’s auditors at least once each year, and at such other times as the Committee deems appropriate in the context of Applicable Legislation and its responsibilities as outlined below.  The Company’s external auditor shall be requested to review and comment on all disclosure documents issued by the Company containing financial statements or information derived therefrom.
 
(e)
The Committee shall meet privately with the external auditor at least quarterly excluding members of management other than the Secretary to the Committee.  The Committee shall meet privately with the internal audit staff at least twice yearly excluding other members of management other than the Secretary to the Committee.
 
4.
REPORTING
 
(a)
The minutes of all meetings of the Committee are to be provided to the Board and to the Company’s auditor.  Oral reports by the Chair on recent matters not yet minuted will be provided to the Board at its next meeting.  Minutes of all Committee meetings will be subsequently reviewed and approved by the Committee.
 
(b)
Supporting schedules and information reviewed by the Committee will be available for examination by any director or the Company’s auditor upon request to the Secretary of the Committee.
 
5.
RESPONSIBILITIES
 
The general responsibility of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to: (i) the integrity of annual and quarterly financial statements to be provided to shareholders and regulatory bodies; (ii) compliance with accounting and finance based legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; (iv) the system of internal accounting and financial reporting controls that management has established; (v) performance of the internal and external audit process and of the independent auditor; and (vi) to the extent not addressed by the Risk Committee, the implementation and effectiveness of the policies of the Company relating to Risk Management Policy and Procedures, the Policy on Dividends and such other policies of the Company approved from time to time by the Board or the Committee.
 
The specific responsibilities of the Committee shall be as follows:
 
 
(a)
to review the Company’s quarterly and annual financial statements and any other financial statements of the Company and its affiliates required to be prepared by Applicable Legislation or otherwise for dissemination to the public, so as to be satisfied they are fairly presented in accordance with generally accepted accounting principles and in accordance with Applicable Legislation and to recommend to the Board whether the quarterly and the annual financial statements and any such other financial statements should be approved by the Board;
 
 
(b)
prior to the dissemination to the public, to review the financial information and financial data contained in the Company’s quarterly financial statements, Annual Report to Shareholders and other financial publications of the Company or any affiliate thereof (including the Company’s interim and year end management discussions and analysis of financial condition and results of operation, annual information form, proxy information circular, quarterly press releases and material and timely disclosure reports containing any financial data) and the financial information contained in a prospectus and/or registration statement of the Company or any affiliate thereof or other document filed with any regulatory authority so
 

 
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as to be satisfied that the financial information and financial data is not significantly erroneous, misleading or incomplete and contains full, true and plain disclosure of all material facts or as otherwise required by Applicable Legislation and to make recommendations to the Board with respect to all such disclosure documents;
 
 
(c)
to be satisfied that management of the Company and any affiliate thereof have implemented appropriate systems of capture of financial information and internal control over financial reporting and that these are operating effectively under Applicable Legislation and to review all reports prepared by the auditors with respect to the auditors attestation report;
 
 
(d)
to be satisfied that management of the Company and the Company have implemented appropriate systems of internal control to ensure compliance with Applicable Legislation and ethical requirements and particularly to be satisfied that internal controls over financial reporting and disclosure controls and procedures are in place and that internal controls have been designed and implemented to provide reasonable assurance that the Company’s financial statements and other documents required to be mailed to shareholders or filed with regulatory authorities are fairly presented so as to enable the Chief Financial Officer and the Chief Executive Officer (and any other officer or director of the Company as may be required by Applicable Legislation) to personally certify the Company’s financial statements as required by Applicable Legislation;
 
 
(e)
to the extent not addressed by the Risk Committee, to be satisfied that management of the Company and each affiliate thereof have implemented effective systems to identify significant financial and other risks of the business and changes to these risks including the implications of risks associated with the Company’s compensation policies and practices under Form 51-12 F6 under National Instrument 51-102.  The Committee will review reports from management related to these risks and make recommendations to the Board with respect to a Risk Management Policy;
 
 
(f)
to recommend to the Board the appointment of external auditors nominated at each annual meeting of shareholders and provide oversight with respect to the external audit engagement.  The Committee will also recommend to the Board the re-appointment or appointment of the external auditors and the compensation payable to them.  The Committee will pre-approve all non-audit services to be provided to the Company and its affiliates by the Company’s external auditors providing that where necessary, this function may be delegated to the Chair of the Committee for approval on the basis that the Chair reports all such approvals to the Committee at its next regularly scheduled meeting;
 
 
(g)
to be satisfied that any significant or material matter brought to the attention of the Committee by the Company’s external auditors and internal audit or matters where there is significant disagreement between the Company’s external auditors and/or internal audit and Company officers (including the resolution or proposed resolution thereof) are communicated to the Board;
 
 
(h)
to be satisfied that all significant matters raised in any report to management by the external auditors and internal audit are being addressed and dealt with by management in a satisfactory manner and, to the extent they are not, to make a report to the Board;
 
 
(i)
to be satisfied that the declaration and payment of dividends by any affiliate of the Company to the Company or to any affiliate thereof and the declaration and payment of dividends by the Company to its shareholders, meet applicable legal requirements and Applicable Legislation and to make recommendations to the Board with respect thereto;
 
 
(j)
as and when required by Applicable Legislation or as otherwise required including the laws and regulations in all jurisdictions in which it operates to establish independent procedures (A) for the receipt, retention and treatment of complaints received by the Company or any affiliate thereof regarding accounting, internal accounting controls or auditing matters, and (B) for the confidential communication of anonymous submissions to the Company or any affiliate thereof and a member of the Committee of concerns regarding questionable accounting or auditing matters from employees including the submission of those complaints and concerns by logging into www.justenergy.ethicspoint.com, selecting the Just Energy Group or JEG as the company and following the prompts which are available.  This service is interactive and anonymous;
 

 
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(k)
as and when required by Applicable Legislation, to be satisfied that disclosure controls and procedures are in place to ensure that material information required to be disclosed by Applicable Legislation is recorded, processed and summarized and reported within the time periods specified in Applicable Legislation;
 
 
(l)
to ensure that the external auditors report annually on matters of independence;
 
 
(m)
to ensure that the external and internal auditors prepare an external audit plan which, with any changes thereto, is reviewed by and acceptable to the Committee;
 
 
(n)
to review and approve the hiring policies of the Company and any affiliate thereof regarding partners and employees (past or current) of the present and former external auditors of the Company;
 
 
(o)
to review semi-annually all expenses relating to consulting and professional services including legal and audit;
 
 
(p)
to review semi-annually executive business expenses;
 
 
(q)
to review, analyse and implement all necessary procedures, controls and other similar requirements relating to financial matters arising from proposals to amend or introduce Applicable Legislation and the implementation or promulgation thereof;
 
 
(r)
once or more annually, as the Corporate Governance and Nominating Committee (CGN Committee) decides, to receive for consideration that Committee’s evaluation of this Mandate and any recommended changes.  Review and assess the CGN Committee’s recommended changes and make recommendations to the Board for consideration.
 
 
(s)
to carry out any other appropriate duties and responsibilities assigned to the Committee by the Board;
 
 
(t)
to honour the spirit and intent of Applicable Legislation as it evolves, authority to make minor technical amendments to this Mandate is delegated to the Corporate Secretary, who will report any amendments to the CGN Committee at its next meeting;
 
 
(u)
to ensure that the Terms of Reference for the Committee are published on the Company’s website; and
 
 
(v)
to discuss the Company’s major financial risk exposure and the steps management has taken to monitor and control such exposures and to ensure that the mandate for the Risk Committee addresses each of these matters.
 
The Chair of the CGN Committee, in consultation with the Chair of the Committee, will periodically review the effectiveness of the Committee and the performance of each Committee member and report to the Board on their conclusions.
 
(Approved as amended by the Board of Directors of the Company on February 9, 2012).
 

 
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SCHEDULE “C” - GLOSSARY
 
All capitalized terms not otherwise defined in the body of this Annual Information Form, shall have the meanings ascribed to them below.
 
$90 Million Convertible Debentures” means the $90 million aggregate principal amount of 6.0% convertible unsecured subordinated debentures of the Company issued on October 2, 2007, pursuant to the $90 Million Debenture Indenture.
 
90 Million Debenture Indenture” means the trust indenture dated as of October 2, 2007, between Universal and Computershare, as amended and supplemented pursuant to a First Supplemental Trust Indenture dated as of July 1, 2009, between JEEC (as successor to Universal) and Computershare and pursuant to a Second Supplemental Trust Indenture dated as of January 1, 2011, between the Company (as successor to JEEC) and Computershare.
 
$100 Million Convertible Debentures” means the $100 million aggregate principal amount of 5.75% extendible unsecured subordinated debentures of the Company issued on September 22, 2011, pursuant to the $100 Million Supplemental Debenture Indenture.
 
“$100 Million Supplemental Indenture” means the supplemental indenture dated as of September 22, 2011, between the Company and Computershare, supplementing the $330 Million Debenture Indenture.
 
$105 Million Note Indenture” means the trust indenture dated as of December 12, 2012, between Just Energy and Computershare.
 
$105 Million Note” means the $105 million aggregate principal amount of the 9.75% note issued to CPPIB Credit Investments Inc. on December 12, 2012, pursuant to the $105 Million Note Indenture.
 
$150 Million Convertible Bonds means the $150 million aggregate principal amount of the 6.5% convertible bonds issued on January 29, 2014, pursuant to the $150 Million Convertible Bonds Trust Deed.
 
$150 Million Convertible Bonds Trust Deed means the trust deed dated as of January 29, 2014, between the Company, US Bank Trustees Limited and Elavon Financial Services Limited, UK Branch.
 
$330 Million Convertible Debentures” means the $330 million aggregate principal amount of 6.0% extendible unsecured subordinated debentures of the Company issued on May 5, 2010, pursuant to the $330 Million Debenture Indenture.
 
“$330 Million Debenture Indenture” means the trust indenture dated as of May 5, 2010, between the Fund and Computershare, as amended and supplemented pursuant to a First Supplemental Trust Indenture dated as of January 1, 2011, between the Company (as successor to the Fund) and Computershare.
 
Board” and “Board of Directors” means the board of directors of the Company.
 
BP” means collectively BP Energy Company, BP Canada Energy Marketing Corp., BP Canada Energy Group ULC and BP Corporation North America Inc. and any other related affiliate with which Just Energy contracts.
 
Bruce Power” means Bruce Power L.P.
 
CBCA” means the Canada Business Corporations Act, as amended from time to time, including the regulations promulgated thereunder.
 
CIBC” means Canadian Imperial Bank of Commerce, a Canadian chartered bank.
 
CDS” means The Canadian Depository for Securities Limited.
 
Commodity Suppliers” means Gas Suppliers and Electricity Suppliers.
 
Common Shares” means the common shares in the capital of the Company.
 

 
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Company” means Just Energy Group Inc., a corporation created by a certificate of arrangement issued under the CBCA on January 1, 2011.
 
Computershare” means Computershare Trust Company of Canada.
 
Declaration of Trust” means the amended and restated declaration of trust for the Fund dated April 30, 2001, as amended and restated from time to time and terminated on December 31, 2010.
 
DSGs” means deferred share grants (formerly DUGs – deferred unit grants), issued to Directors pursuant to the DSG Plan as a component of compensation paid to Directors in lieu of fees payable in cash and which are exchangeable into Common Shares on a 1:1 basis.
 
DSG Plan” means the 2010 Directors’ Compensation Plan (formerly the Directors Deferred Unit Grant Plan) of the Company as amended from time to time.
 
Electricity Supplier” means a person who is an electricity producer or an electricity supply aggregator.
 
Exchangeable Shares” means exchangeable shares, series 1 in the capital of JEEC.
 
Exelon” means Exelon Generation Company, LLC, or any other related affiliate with which Just Energy contracts.
 
Financial Statements” means the audited comparative consolidated financial statements of the Company as at and for the years ended March 31, 2016 and 2015, together with the notes thereto and the auditor’s report thereon.
 
Fund” means Just Energy Income Fund, a trust established under the laws of the Province of Ontario on April 30, 2001, governed by the Declaration of Trust and wound up on December 31, 2010.
 
Gas Supplier” means a person who is a natural gas producer or natural gas supply aggregator.
 
Independent Broker” means a person who serves in the capacity of an independent broker to solicit Energy Contracts using among other things, a web-based sales portal, to small to mid-size commercial and small industrial customers primarily associated with Hudson.
 
Independent Contractor” means a person who serves in the capacity of an independent contractor to solicit energy contracts (including JustGreen and JustClean products), to residential and small commercial customers.
 
Information Circular” means the management information circular of the Company dated May 27, 2016, in respect of the annual meeting of shareholders of the Company to be held on June 28, 2016.
 
Intercreditor Agreement means the sixth amended and restated intercreditor agreement made as of September 1, 2015, between the Company, certain of the Company’s Subsidiaries, CIBC, as Collateral Agent, Shell, BP, Exelon, Bruce Power, EDF Trading North America, LLC, National Bank of Canada, Nextera Energy Power Marketing, LLC and Macquarie, as amended and supplemented from time to time.
 
JEC” means Just Energy Corp., a corporation incorporated under the laws of Ontario and the former administrator of the Fund.
 
JEEC” means Just Energy Exchange Corp., a corporation created by amalgamation under the CBCA on July 1, 2009, that amalgamated with, among others, the Company pursuant to the Trust Conversion, on January 1, 2011.
 
Just Energy” means all or any one or more of the Company and the Subsidiaries thereof as the context implies or may require.
 
LDC” means local distribution company, the natural gas or electricity distributor for a geographic franchise area.
 

 
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Macquarie means Macquarie Bank Limited, Macquarie Energy Canada Ltd., Macquarie Energy LLC and any other related affiliate with which Just Energy contracts
 
National Home Services” means National Energy Corporation, a corporation incorporated under the laws of Ontario, doing business as National Home Services.
 
“NYSE” means the New York Stock Exchange.
 
person” includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporate, unincorporated association or organization, governmental entity, syndicate or other entity, whether or not having legal status.
 
Preferred Shares” means the preferred shares of the Company.
 
RCE” means a residential customer equivalent which is a unit of measurement equivalent to a customer using, as regards natural gas, 2,815 m3 (or 106 GJ’s) of natural gas on an annual basis and, as regards electricity, 10,000 kWh of electricity on an annual basis, which represents, respectively, the approximate amount of gas and electricity used by a typical household in Ontario.
 
PBGs” means the performance bonus grants of the Company granted pursuant to the Company’s 2013 Performance Bonus Incentive Plan, as amended from time to time.
 
RSGs” means restricted share grants of the Company granted pursuant to the Company’s 2010 Restricted Share Grant Plan, as amended from time to time (formerly known as unit appreciation rights (UARs) of the Fund granted pursuant to the Fund’s 2004 Unit Appreciation Right Plan, as amended from time to time).
 
Shareholders” means the holders from time to time of Common Shares and/or Preferred Shares, and includes the beneficial owners of such shares.
 
Shell” means Shell Energy North America (Canada) Inc., Shell Energy North America (U.S.) L.P., and any other related affiliate with which Just Energy contracts.
 
Spruce” means Spruce Finance, Inc., a merger of CPF and Kilowatt Financial, LLC.
 
Subsidiary” has the meaning ascribed thereto in the CBCA and includes all limited partnerships directly or indirectly controlled by the Company.
 
TGF” means Terra Grain Fuels Inc., a corporation amalgamated under the CBCA.
 
TSX” means the Toronto Stock Exchange.
 
Universal” means Universal Energy Group Ltd., a corporation incorporated under the CBCA and amalgamated with JEEC on July 1, 2009.
 
Words importing the singular include the plural and vice versa and words importing any gender include all genders.
 
Unless otherwise stated, all dollar amounts herein are in Canadian dollars.

38

mda.htm
Exhibit 1.2
 
Management’s discussion and analysis
(“MD&A”) – May 18, 2016
 
Overview
 
The following discussion and analysis is a review of the financial condition and results of operations of Just Energy Group Inc. (“JE” or “Just Energy” or the “Company”) for the year ended March 31, 2016 and has been prepared with all information available up to and including May 18, 2016. This analysis should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2016. The financial information contained herein has been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). All dollar amounts are expressed in Canadian dollars. Quarterly reports, the annual report and supplementary information can be found on Just Energy’s corporate website at www.justenergygroup.com. Additional information can be found on SEDAR at www.sedar.com or on the U.S. Securities and Exchange Commission’s website at www.sec.gov.
 
Just Energy is a corporation established under the laws of Canada and holds securities and distributes the income of its directly and indirectly owned operating subsidiaries and affiliates. Just Energy is an energy management solutions provider specializing in electricity, natural gas, and solar and green energy. The Company operates in the United States, Canada and the United Kingdom, offering a wide range of energy products and home energy management services including long-term fixed-price, variable-price and flat-bill programs, smart thermostats, and residential solar panel installations. Just Energy is the parent company of Amigo Energy, Commerce Energy, Green Star Energy, Hudson Energy, Just Energy Solar, Tara Energy and TerraPass.
 
By fixing the price of natural gas and electricity under its fixed-price or price-protected program contracts for a period of up to five years, Just Energy offsets its customers’ exposure to changes in the price of these essential commodities. Variable rate products allow customers to maintain competitive rates while retaining the ability to lock into a fixed price at their discretion. Just Energy derives its margin or gross profit from the difference between the price at which it is able to sell the commodities to its customers and the related price at which it purchases the associated volumes from its suppliers. Flat-bill programs keep monthly natural gas and/or electricity supply costs consistent each month for customers for a term of up to five years based on a maximum annual household usage.
 
Just Energy also offers green products through its JustGreen program and conservation solutions through smart thermostats. The JustGreen electricity product offers customers the option of having all or a portion of their electricity sourced from renewable green sources such as wind, run of the river hydro or biomass. The JustGreen gas product offers carbon offset credits that allow customers to reduce or eliminate the carbon footprint of their homes or businesses. Additional green products allow customers to offset their carbon footprint without buying energy commodity products and can be offered in all states and provinces without being dependent on energy deregulation.
 
Smart thermostats are offered as a bundled product with commodity contracts as well as a stand-alone unit. The smart thermostats are manufactured and distributed by ecobee Inc. (“ecobee”), a company in which Just Energy holds a 10% equity interest.
 
Just Energy markets its product offerings through a number of sales channels including broker and affinity relationships, door-to-door marketing and online marketing. The online marketing of gas and electricity contracts is primarily conducted through Just Ventures LLC and Just Ventures L.P. (collectively, “Just Ventures”), a joint venture in which Just Energy holds a 50% equity interest.
 
Just Energy began selling residential solar finance products through its partnership with Spruce Finance Inc. (“Spruce”), formerly Clean Power Finance. Under the agreement, Just Energy acts as an originator of residential solar deals that are financed and installed via Spruce. Just Energy is also able to sell complementary energy management solutions to solar customers.

 
1

 
 
Forward-looking information
 
This MD&A contains certain forward-looking information pertaining to customer additions and renewals, customer consumption levels, EBITDA, Base EBITDA, Funds from Operations, Base Funds from Operations and treatment under governmental regulatory regimes. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ from those anticipated. These risks include, but are not limited to, levels of customer natural gas and electricity consumption, extreme weather conditions, rates of customer additions and renewals, customer attrition, fluctuations in natural gas and electricity prices, changes in regulatory regimes, decisions by regulatory authorities, competition, the results of litigation, and dependence on certain suppliers. Additional information on these and other factors that could affect Just Energy’s operations, financial results or dividend levels is included in the Annual Information Form and other reports on file with security regulatory authorities, which can be accessed on our corporate website at www.justenergygroup.com, or through the SEDAR website at www.sedar.com or at the U.S. Securities and Exchange Commission’s website at www.sec.gov.
 
Key terms
 
“$100m convertible debentures” refers to the $100 million in convertible debentures issued by the Company to finance the purchase of Fulcrum Retail Holdings, LLC, effective October 1, 2011. See “Debt and financing for continuing operations” on page 26 for further details.
 
“$330m convertible debentures” refers to the $330 million in convertible debentures issued by Just Energy to finance the purchase of Hudson Energy Services, LLC, effective May 1, 2010. See “Debt and financing for continuing operations” on page 26 for further details.
 
“$150m convertible bonds” refers to the US$150 million in convertible bonds issued in January 2014.  Net proceeds were used to redeem Just Energy’s outstanding $90 million convertible debentures on March 19, 2014 and pay down Just Energy’s line of credit. See “Debt and financing for continuing operations” on page 26 for further details.
 
“attrition” means customers whose contracts were terminated prior to the end of the term either at the option of the customer or by Just Energy.
 
“customer” does not refer to an individual customer but instead to an RCE (see key term below).
 
“failed to renew” means customers who did not renew expiring contracts at the end of their term.
 
“gross margin per RCE” refers to the energy gross margin realized on Just Energy’s customer base, including gains/losses from the sale of excess commodity supply.
 
“LDC” means a local distribution company; the natural gas or electricity distributor for a regulatory or governmentally defined geographic area.
 
“RCE” means residential customer equivalent, which is a unit of measurement equivalent to a customer using, as regards natural gas, 2,815 m3 (or 106 GJs or 1,000 Therms or 1,025 CCFs) of natural gas on an annual basis and, as regards electricity, 10 MWh (or 10,000 kWh) of electricity on an annual basis, which represents the approximate amount of gas and electricity, respectively, used by a typical household in Ontario, Canada.
 
NON-IFRS FINANCIAL MEASURES
 
Just Energy’s consolidated financial statements are prepared in compliance with IFRS. All non-IFRS financial measures do not have standardized meanings prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers.
 
EBITDA
 
“EBITDA” refers to earnings before finance costs, taxes, depreciation and amortization. This is a non-IFRS measure that reflects the operational profitability of the business.

 
2

 
 
BASE EBITDA
 
“Base EBITDA” refers to EBITDA adjusted to exclude the impact of mark to market gains (losses) arising from IFRS requirements for derivative financial instruments on future supply positions as well as reflecting an adjustment for share-based compensation. This measure reflects operational profitability as the non-cash share-based compensation expense is treated as an equity issuance for the purpose of this calculation, as it will be settled in shares and the mark to market gains (losses) are associated with supply already sold in the future at fixed prices.
 
Just Energy ensures that customer margins are protected by entering into fixed-price supply contracts. Under current IFRS, the customer contracts are not marked to market but there is a requirement to mark to market the future supply contracts. This creates unrealized gains (losses) depending upon current supply pricing. Management believes that these short-term mark to market non-cash gains (losses) do not impact the long-term financial performance of Just Energy and management has therefore excluded them from the Base EBITDA calculation.
 
FUNDS FROM OPERATIONS
 
“Funds from Operations” refers to the cash flow generated by operations. Funds from Operations is calculated by Just Energy as gross margin adjusted for cash items including administrative expenses, selling and marketing expenses, bad debt expenses, finance costs, corporate taxes, capital taxes and other cash items. Funds from Operations also includes a seasonal adjustment for the gas markets in Ontario, Quebec, Manitoba and Michigan in order to include cash received from LDCs for gas not yet consumed by end customers.
 
BASE FUNDS FROM OPERATIONS/BASE FFO
 
“Base Funds from Operations” or “Base FFO” refers to the Funds from Operations reduced by capital expenditures purchased to maintain productive capacity. Capital expenditures to maintain productive capacity represent the capital spend relating to capital and intangible assets.
 
BASE FUNDS FROM OPERATIONS PAYOUT RATIO
 
The payout ratio for Base Funds from Operations means dividends declared and paid as a percentage of Base Funds from Operations.
 
EMBEDDED GROSS MARGIN
 
“Embedded gross margin” is a rolling five-year measure of management’s estimate of future contracted energy gross margin. The energy marketing embedded gross margin is the difference between existing energy customer contract prices and the cost of supply for the remainder of the term, with appropriate assumptions for customer attrition and renewals. It is assumed that expiring contracts will be renewed at target margin renewal rates.
 
Embedded gross margin indicates the margin expected to be realized from existing customers. It is intended only as a directional measure for future gross margin.  It is not discounted to present value nor is it intended to take into account administrative and other costs necessary to realize this margin.
 
 
3

 
 
Financial highlights
For the years ended March 31
(thousands of dollars, except where indicated and per share amounts)
   
Fiscal 2016
    % increase (decrease)    
Fiscal 2015
    % increase (decrease)    
Fiscal 2014
 
Sales
  $ 4,105,860       5%     $ 3,895,940       10%     $ 3,534,614  
Gross margin
    702,288       17%       600,069       19%       505,531  
Administrative expenses
    170,330       10%       154,222       32%       116,713  
Selling and marketing expenses
    257,349       14%       225,243       19%       189,890  
Finance costs
    72,540       (2)%       73,680       6%       69,441  
Profit (loss) from continuing operations1
    82,494    
NMF3
      (576,377 )  
NMF 3
      170,566  
Profit (loss)  from discontinued operations
    -    
NMF3
      132,673    
NMF 3
      (33,625 )
Profit (loss)1
    82,494    
NMF3
      (443,704 )  
NMF 3
      136,941  
Profit (loss) per share from continuing operations available to shareholders - basic
    0.44               (4.01 )             1.15  
Profit (loss) per share from continuing operations available to shareholders -diluted
    0.43               (4.01 )             1.11  
Dividends/distributions
    74,792       (14)%       86,723       (30)%       123,429  
Base EBITDA2
    207,629       15%       180,426       8%       167,663  
Base Funds from Operations2
    138,199       49%       92,472       4%       88,577  
Payout ratio on Base Funds from Operations2
    54%               94%               139%  
Embedded gross margin2
    1,917,600       2%       1,874,900       9%       1,718,900  
Total customers (RCEs)
    4,520,000       (4)%       4,686,000       6%       4,410,000  
1Profit (loss) includes the impact of unrealized gains (losses), which represents the mark to market of future commodity supply acquired to cover future customer demand. The supply has been sold to customers at fixed prices, minimizing any realizable impact of mark to market gains and losses.
2See  “Non-IFRS financial measures” on page 2.
3Not a meaningful figure.

Just Energy delivered another year of strong operating and financial performance with sales of $4,105.9 million, 5% higher than the prior comparable year; gross margin of $702.3 million, 17% higher than the prior comparable year; and Base EBITDA of $207.6 million, 15% better than fiscal 2015. The Company’s reported Base EBITDA in fiscal 2016 includes $17.9 million of prepaid commission expense, reflecting the change in classification of prepaid commissions as a current asset effective fiscal 2016. Excluding this additional expense item, Base EBITDA increased by 25% to $225.5 million in comparison to fiscal 2015. Of this $45.1 million year over year improvement in Base EBITDA, $20.6 million was due to the foreign currency impact and $24.5 million was driven by operational performance improvements. Base FFO was $138.2 million, up 49%, compared to $92.5 million in fiscal 2015. The Company’s financial highlights for the year ended March 31, 2016 are shown on the next page.

 
4

 


 
Continuing operations
 
CONSUMER DIVISION
 
The sale of gas and electricity to customers with annual consumption equivalent to 15 RCEs and less is undertaken by the Consumer division. Marketing of the energy products of this division is primarily done through online marketing, door-to-door marketing and telemarketing efforts. Consumer customers make up 42% of Just Energy’s customer base, which is currently focused on longer-term price-protected, flat-bill and variable rate offerings of commodity products as well as JustGreen. To the extent that certain markets are better served by shorter-term or enhanced variable rate products, the Consumer division’s sales channels also offer these products. In addition, the Consumer division markets smart thermostats, offering the thermostats as a stand-alone unit or bundled with certain commodity products.
 
COMMERCIAL DIVISION
 
Customers with annual consumption equivalent to over 15 RCEs are served by the Commercial division. These sales are made through three main channels: sales through the broker channel using the commercial platform; door-to-door commercial independent contractors; and inside commercial sales representatives. Commercial customers make up 58% of Just Energy’s customer base. Products offered to Commercial customers can range from standard fixed-price offerings to “one off” offerings, which are tailored to meet the customer’s specific needs. These products can be either fixed or floating rate or a blend of the two, and normally have terms of less than five years. Gross margin per RCE for this division is lower than Consumer margins but customer aggregation costs and ongoing customer care costs per RCE are lower as well. Commercial customers have significantly lower attrition rates than those of Consumer customers.
 
RESIDENTIAL SOLAR DIVISION
 
Just Energy has entered into a partnership with Spruce (formerly Clean Power Finance) where Just Energy acts as an originator of residential solar deals that are financed and installed by Spruce. This agreement unites Just Energy’s strengths in customer acquisitions and experience with Spruce’s solar finance and fulfillment capabilities. Spruce’s online platform allows Just Energy to sell residential solar finance products and connects the Company with a national network of qualified solar installation professionals. Under the agreement, Just Energy acts as an originator of residential solar deals that are financed and installed via Spruce. Just Energy is also able to sell complementary energy management solutions to solar customers.
 
Just Energy began marketing solar energy solutions in California and New York in fiscal 2016 with the results of operations included in the Consumer division.

 
5

 
 
ABOUT THE ENERGY MARKETS
 
NATURAL GAS
 
Just Energy offers natural gas customers a variety of products ranging from month-to-month variable-price offerings to five-year fixed-price contracts. Just Energy purchases gas supply through physical or financial transactions with market counterparts in advance of marketing, based on forecast customer aggregation for residential and small Commercial customers. For larger Commercial customers, gas supply is generally purchased concurrently with the execution of a contract. Variable rate products allow customers to maintain competitive rates while retaining the ability to lock into a fixed price at their discretion. Flat-bill products allow predictability by removing the price and the volume risk from customers’ bills and guaranteeing the same price every month for their energy supply.
 
The LDC provides historical customer usage which, when normalized to average weather, enables Just Energy to purchase the expected normal customer load. Furthermore, Just Energy mitigates exposure to weather variations through active management of the gas portfolio, which involves, but is not limited to, the purchase of options including weather derivatives. Just Energy’s ability to successfully mitigate weather effects is limited by the degree to which weather conditions deviate from normal. To the extent that balancing requirements are outside the forecast purchase, Just Energy bears the financial responsibility for fluctuations in customer usage. To the extent that supply balancing is not fully covered through active management or the options employed, Just Energy’s realized customer gross margin may be reduced or increased depending upon market conditions at the time of balancing.
 
Ontario, Quebec, Manitoba and Michigan
 
In Ontario, Quebec, Manitoba and Michigan, the volumes delivered for a customer typically remain constant throughout the year. Just Energy does not recognize sales until the customer actually consumes the gas. During the winter months, gas is consumed at a rate that is greater than delivery and, in the summer months, deliveries to LDCs exceed customer consumption. Just Energy receives cash from the LDCs as the gas is delivered, which is even throughout the year.
 
Alberta and British Columbia
 
In Alberta and British Columbia, the volume of gas delivered is based on the estimated consumption for each month. Therefore, the amount of gas delivered in winter months is higher than in the spring and summer months. Consequently, cash received from customers and the LDC will be higher in the winter months.
 
Other gas markets
 
In New York, Illinois, Indiana, Ohio, California, Georgia, New Jersey, Pennsylvania, Saskatchewan and the United Kingdom, the volume of gas delivered is based on the estimated consumption and storage requirements for each month. Therefore, the amount of gas delivered in winter months is higher than in the spring and summer months. Consequently, cash flow received from these states/provinces is greatest during the third and fourth (winter) quarters, as cash is normally received from the LDCs in the same period as customer consumption.
 
ELECTRICITY
 
In Ontario, Alberta, New York, Texas, Illinois, Pennsylvania, New Jersey, Maryland, Michigan, California, Ohio, Delaware, Massachusetts and the United Kingdom, Just Energy offers a variety of solutions to its electricity customers, including fixed-price, flat-bill and variable-price products on both short-term and longer-term electricity contracts. Some of these products provide customers with price-protection programs for the majority of their electricity requirements. Just Energy uses historical usage data for all enrolled customers to predict future customer consumption and to help with long-term supply procurement decisions. The flat-bill product provides price and volume protection by guaranteeing the same price every month regardless of price fluctuations or changes in usage.
 
Just Energy purchases power supply through physical or financial transactions with market counterparties in advance of marketing to residential and small Commercial customers based on

 
6

 
 
forecast customer aggregation. Power supply is generally purchased concurrently with the execution of a contract for larger Commercial customers. The LDC provides historical customer usage, which, when normalized to average weather, enables Just Energy to purchase the expected normal customer load. Furthermore, Just Energy mitigates exposure to weather variations through active management of the power portfolio, which involves, but is not limited to, the purchase of options including weather derivatives.
 
The Company’s ability to successfully mitigate weather effects is limited by the degree to which weather conditions deviate from normal. In certain markets, to the extent that balancing requirements are outside the forecast purchase, Just Energy bears the financial responsibility for excess or short supply caused by fluctuations in customer usage. To the extent that supply balancing is not fully covered through customer pass-throughs or active management or the options employed, Just Energy’s customer gross margin may be impacted depending upon market conditions at the time of balancing.
 
JUSTGREEN
 
Customers also have the ability to choose an appropriate JustGreen program to supplement their electricity and natural gas contracts, providing an effective method to offset their carbon footprint associated with the respective commodity consumption.
 
JustGreen programs for electricity customers involve the purchase of power from green generators (such as wind, solar, run of the river hydro or biomass) via power purchase agreements and renewable energy certificates. JustGreen programs for gas customers involve the purchase of carbon offsets from carbon capture and reduction projects.
 
The Company currently sells JustGreen gas in the eligible markets of Ontario, British Columbia, Alberta, Saskatchewan, Michigan, New York, Ohio, Illinois, New Jersey, Maryland, Pennsylvania and California. JustGreen electricity is sold in Ontario, Alberta, New York, Texas, Maryland, Massachusetts, Ohio, Illinois and Pennsylvania. Of all Consumer customers who contracted with Just Energy in the past year, 34% took JustGreen for some or all of their energy needs. On average, these customers elected to purchase 91% of their consumption as green supply. For comparison, as reported in the year ended March 31, 2015, 31% of Consumer customers who contracted with Just Energy chose to include JustGreen for an average of 89% of their consumption. As of March 31, 2016, JustGreen now makes up 12% of the Consumer gas portfolio, the same as a year ago. JustGreen makes up 21% of the Consumer electricity portfolio compared to 20% a year ago.
 
 
7

 
 
EBITDA
For the years ended March 31
(thousands of dollars)
   
Fiscal 2016
   
Fiscal 2015
   
Fiscal 2014
 
Reconciliation to consolidated statements of income (loss)
                 
Profit (loss) for the period from continuing operations
  $ 82,494     $ (576,377 )   $ 170,566  
Add (subtract):
                       
Finance costs
    72,540       73,680       69,441  
Provision for (recovery of) income taxes
    (318 )     (28,889 )     48,190  
Amortization
    42,652       76,040       69,469  
EBITDA
  $ 197,368     $ (455,546 )   $ 357,666  
Add (subtract):
                       
Change in fair value of derivative instruments
    22,803       635,204       (186,142 )
Share-based compensation
    5,348       7,120       1,598  
Profit attributable to non-controlling interest
    (17,890 )     (6,352 )     (5,459 )
Base EBITDA
  $ 207,629     $ 180,426     $ 167,663  
EBITDA
                       
Gross margin per consolidated financial statements
  $ 702,288     $ 600,069     $ 505,531  
Add (subtract):
                       
Administrative expenses
    (170,330 )     (154,222 )     (116,713 )
Selling and marketing expenses
    (257,349 )     (225,243 )     (189,890 )
Bad debt expense
    (68,531 )     (62,077 )     (46,051 )
Amortization included in cost of sales/selling and marketing expenses
    21,983       30,647       17,324  
Other income (expenses)
    (2,542 )     (2,396 )     2,921  
Profit attributable to non-controlling interest
    (17,890 )     (6,352 )     (5,459 )
Base EBITDA
  $ 207,629     $ 180,426     $ 167,663  
 
Base EBITDA amounted to $207.6 million for the year ended March 31, 2016, an increase of 15% from $180.4 million in the prior year. Management had provided guidance of $193.0 million to $203.0 million of Base EBITDA for fiscal 2016. The result for fiscal 2016 includes the absorption of $17.9 million in additional deductions related to Commercial customer acquisition costs in fiscal 2016. The exclusion of these additional expenses would have resulted in Base EBITDA growth of 25% for the year ended March 31, 2016 as a result of operational improvements and the benefit from the currency translation of the U.S. operations’ financial results.
 
For the year ended March 31, 2016, sales increased by 5%, reflecting higher selling prices for the U.S. markets after currency conversion to Canadian dollars. Gross margin was up 17% as a result of higher realized margin per customer in fiscal 2016 due to more disciplined pricing performance and the positive foreign exchange impact on gross margin earned in U.S. markets. Gross margin increased by $68.3 million over the prior year as a result of the weaker Canadian dollar with the remaining $33.9 million of additional gross margin resulting from operational improvements.
 
Administrative expenses for the year ended March 31, 2016 increased by 10% from $154.2 million to $170.3 million. The increase over the prior comparable year included higher costs required to support customer growth in the U.K. as well as the impact from the exchange rate on the U.S. dollar denominated administrative costs.
 
Selling and marketing expenses for the year ended March 31, 2016 were $257.3 million, a 14% increase from $225.2 million reported in the prior year. The increase in selling and marketing expenses is due to the impact of foreign exchange on the U.S.-based commission and overhead expenses, the start-up costs associated with the Residential Solar division, as well as the expenses becoming more directly correlated to the growing portion of the customer base for which selling costs are recorded over the life of the contract (commercial brokers and online sales channels).

 
8

 
 
Effective fiscal 2016, newly capitalized commissions will be classified as a current asset (prepaid expense) instead of a non-current asset (contract initiation costs). This change is a result of management’s effort to reduce the average term of capitalized commission to 12 months going forward which will reduce the outlay of cash at the time of contract signing. As the capitalized commission is expensed into selling and marketing costs over the term for which the associated revenue is earned, it will no longer be recognized as amortization and will therefore be included in the Base EBITDA calculation. For the year ended March 31, 2016, the commission expense recorded related to this change was $17.9 million.
 
Fiscal 2017 guidance includes deductions to Base EBITDA of approximately $40 million for prepaid commercial commissions, which would previously have been included as amortization within selling and marketing expenses.  This represents a $22 million increase in this expense over fiscal 2016 and a go forward run rate for this incremental deduction in future years.  Just Energy expects to offset this headwind with continued strong gross margin performance, U.K. growth and Just Solar contributions.
 
Bad debt expense was $68.5 million for the year ended March 31, 2016, an increase of 10% from $62.1 million recorded for fiscal 2015, resulting from higher revenue in markets for which there is a credit risk as well as the impact of the U.S. exchange rate. For the year ended March 31, 2016, the bad debt expense of $68.5 million represents approximately 2.3% of revenue in the jurisdictions where the Company bears the credit risk, compared with 2.4% in fiscal 2015, both of which are well within management’s targeted range of 2% to 3%.
 
For more information on the changes in the results from operations, please refer to “Gross margin” on page 19 and “Administrative expenses”, “Selling and marketing expenses”, “Bad debt expense” and “Finance costs”, which are further clarified on pages 19 through 22.
 
For comparative purposes, the table includes the results for the year ended March 31, 2015 and 2014. For the year ended March 31, 2015, gross margin was $600.1 million for the year, an increase of 19% over $505.5 million reported in fiscal 2014, primarily due to an increased in the customer base and higher realized margins per customer compared with fiscal 2014. In fiscal 2015, administrative, selling and marketing and bad debt expenses amounted to $154.2 million, $225.2 million and $62.1 million, respectively, an increase of 32%, 19% and 35%, respectively. For fiscal 2015, Base EBITDA from continuing operations amounted to $180.4 million, an increase of 8% from $167.7 million in fiscal 2014, reflecting higher gross margin and operating economies of scale within the Company’s cost structure.
 

EMBEDDED GROSS MARGIN
Management's estimate of the future embedded gross margin is as follows:
(millions of dollars)
   
 
Fiscal 2016
   
 
Fiscal 2015
   
2016 vs. 2015 variance
   
 
Fiscal 2014
   
2015 vs. 2014 variance
 
Energy marketing
  $ 1,917.6     $ 1,874.9       2%     $ 1,718.9       9%  
 
Management’s estimate of the future embedded gross margin within its customer contracts amounted to $1,917.6 million as of March 31, 2016, an increase of 2% compared to embedded gross margin as of March 31, 2015. Higher margins earned on the customers signed in the current fiscal year as well as the foreign currency impact contributed to the growth year over year.
 
Embedded gross margin indicates the margin expected to be realized over the next five years from existing customers. It is intended only as a directional measure for future gross margin. It is not discounted to present value nor is it intended to take into account administrative and other costs necessary to realize this margin. As our mix of customers continues to reflect a higher proportion of Commercial volume, the embedded gross margin may, depending on currency rates, grow at a slower pace than customer growth; however, the underlying costs necessary to realize this margin will also decline.

 
9

 
 
In fiscal 2015, embedded gross margin increased by 9% to $1,874.9 million. The embedded gross margin for Energy marketing increased 9% due to a higher number of customers and the strengthening of the U.S dollar against the Canadian dollar during the year.
 
Funds from Operations
For the years ended March 31
(thousands of dollars)
 
 
Fiscal 2016
   
Fiscal 2015
   
Fiscal 2014
 
Cash inflow from operations
  $ 187,106     $ 96,212     $ 165,398  
Add (subtract):
                       
Changes in non-cash working capital
    (18,710 )     44,458       (45,765 )
Cash flows used in operating activities of discontinued operations
    -       (20,902 )     (6,652 )
Losses attributable to non-controlling interest
    (17,890 )     (6,352 )     (5,459 )
Tax adjustment
    708       (2,845 )     (4,815 )
Funds from Operations
  $ 151,214     $ 110,571     $ 102,707  
Less:  Maintenance capital expenditures
    (13,015 )     (18,099 )     (14,130 )
Base Funds from Operations
  $ 138,199     $ 92,472     $ 88,577  
                         
Base Funds from operations
                       
Gross margin from consolidated financial statements
  $ 702,288     $ 600,069       505,531  
Add (subtract):
                       
Adjustment required to reflect net cash receipts from gas sales
    14,895       (2,698 )     (6,186 )
Administrative expenses
    (170,330 )     (154,222 )     (116,713 )
Selling and marketing expenses
    (257,349 )     (225,243 )     (189,890 )
Bad debt expense
    (68,531 )     (62,077 )     (46,051 )
Current income tax provision
    (13,890 )     (8,859 )     (3,358 )
Amortization included in cost of sales/selling and marketing expenses
    21,983       30,647       17,324  
Other income (expenses)
    (2,542 )     (2,396 )     2,921  
Financing charges, non-cash
    15,471       15,609       14,271  
Finance costs
    (72,540 )     (73,680 )     (69,441 )
Other non-cash adjustments
    (18,241 )     (6,579 )     (5,701 )
Funds from Operations
  $ 151,214     $ 110,571     $ 102,707  
Less:  Maintenance capital expenditures
    (13,015 )     (18,099 )     (14,130 )
Base Funds from Operations
  $ 138,199     $ 92,472     $ 88,577  
Base Funds from Operations payout ratio
    54%       94%       139%  
Dividends/distributions
                       
Dividends
  $ 73,449     $ 84,945     $ 120,142  
Distributions for share-based awards
    1,343       1,778       3,287  
Total dividends/distributions
  $ 74,792     $ 86,723     $ 123,429  

Base Funds from continuing operations (“Base FFO”) for the year ended March 31, 2016 were $138.2 million, an increase of 49% compared with Base FFO of $92.5 million for the year ended March 31, 2015. The increase in Base FFO was higher than the increase in Base EBITDA due to the adjustment required reflecting net cash receipts from gas sales being greater than the prior year as a result of the lower consumption resulting from the warmer winter weather in the current year.
 
Dividends and distributions for the year ended March 31, 2016 were $74.8 million, a decrease of 14% from the prior fiscal year as a result of a reduction in the annual dividend from $0.84 to $0.50 effective

 
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with the July 2014 dividend. The payout ratio on Base Funds from continuing operations was 54% for the year ended March 31, 2016, compared to 94% reported in fiscal 2015 resulting from higher free cash flow and lower dividends year over year. The payout ratio of 54% represents the lowest annual payout ratio since the Company’s inception.
 
Selected consolidated financial data from continuing operations

The results from operations have been reclassified for fiscal 2014 to present Hudson Energy Solar Corp. (“HES”) and National Homes Services (“NHS”) as discontinued operations as they were available for sale and sold in fiscal 2015.

For the years ended March 31
(thousands of dollars, except per share amount)

Statements of operations
 
Fiscal 2016
   
Fiscal 2015
   
Fiscal 2014
 
Sales
  $ 4,105,860     $ 3,895,940     $ 3,534,614  
Gross margin
    702,288       600,069       505,531  
Profit (loss)  from continuing operations
    82,494       (576,377 )     170,566  
Profit (loss) from continuing operations per share - basic
    0.44       (4.01 )     1.15  
Profit (loss) from continuing operations per share - diluted
    0.43       (4.01 )     1.11  
                         
Balance sheet data
                       
As at March 31
                       
   
Fiscal 2016
   
Fiscal 2015
   
Fiscal 2014
 
Total assets
  $ 1,247,435     $ 1,298,441     $ 1,642,650  
Long-term liabilities
    954,672       981,962       1,023,832  
 
2016 COMPARED WITH 2015
 
Sales increased by 5% to $4,105.9 million in fiscal 2016, compared with $3,895.9 million in the prior fiscal year. The increase is primarily a result of the currency impact of converting U.S. dollar denominated sales into Canadian dollars.
 
For the year ended March 31, 2016, gross margin increased by 17% to $702.3 million from $600.1 million reported in fiscal 2015 as a result of higher realized margin per customer in fiscal 2016 due to more disciplined pricing performance and the positive foreign exchange impact on gross margin earned in U.S. markets. Gross margin increased by $68.3 million over the prior year as a result of the weaker Canadian dollar with the remaining $33.9 million of additional gross margin resulting from operational improvements. Gross margin for the Consumer division increased to $538.6 million, up 20%, while gross margin for the Commercial division increased by 9% to $163.6 million.
 
The profit from continuing operations for fiscal 2016 amounted to $82.5 million, compared to a loss of $576.4 million in fiscal 2015. The profit from continuing operations increased as a result of stronger operational results in fiscal 2016. The increase year over year is further attributable to the change in fair value of the derivative instruments on the Company’s supply portfolio, which resulted in a loss of $22.8 million in fiscal 2016 compared with a loss of $635.2 million in fiscal 2015. Under IFRS, there is a requirement to mark to market the future supply contracts, creating unrealized non-cash gains or losses depending on the supply pricing but the related future customer revenues are not marked to market (which would create an offsetting gain or loss to the supply gain or loss). Just Energy views Base EBITDA and FFO as the better measures of operating performance.
 
Total assets decreased by 4% to $1,247.4 million in fiscal 2016. Total long-term liabilities as of March 31, 2016 were $954.7 million, representing a 3% decrease over fiscal 2015. The decrease in total long-term

 
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liabilities is primarily a result of the use of cash flow to reduce long-term debt with $7.0 million of convertible debentures purchased and retired in fiscal 2016 along with the repayment of $25.0 million of senior unsecured notes, both of which were partially offset by the growth in valuation of the Eurobond due to the weakening of the Canadian currency.
 
2015 COMPARED WITH 2014
 
Sales increased by 10% to $3,895.9 million in fiscal 2015, compared with $3,534.6 million in the prior fiscal year. The sales increase is a result of the 6% increase in the customer base and a strengthening of the U.S. dollar against the Canadian dollar.
 
For the year ended March 31, 2015, gross margin increased by 19% to $600.1 million from $505.5 million reported in fiscal 2014. Gross margin for the Consumer Energy division increased $450.2 million, up 21%, while gross margin for the Commercial Energy division increased by 13% to $149.8 million. The overall increase in margin is driven by a 6% increase in the customer base, higher currency exchange related impact on related margins for U.S. customers and comparison against the price spikes resulting from extreme winter weather in fiscal 2014.
 
The loss from continuing operations for fiscal 2015 amounted to $576.4 million, compared to a profit of $170.6 million in fiscal 2014. The loss from continuing operations is attributable to the change in fair value of the derivative instruments in the Company’s supply portfolio, which showed a loss of $635.2 million in fiscal 2015, versus a gain of $186.1 million in fiscal 2014. Under IFRS, there is a requirement to mark to market the future supply contracts, creating unrealized non-cash gains or losses depending on the supply pricing but the related future customer revenues are not marked to market (which would create an offsetting gain or loss to the supply gain or loss). Just Energy views Base EBITDA and FFO as the better measures of operating performance.
 
Total assets decreased by 21% to $1,298.4 million in fiscal 2015. The decrease in total assets is a result of sales of the Home Services and Commercial Solar divisions in November 2015, which resulted in a decrease in total assets of approximately $401.8 million.
 
Total long-term liabilities as of March 31, 2015 were $982.0 million representing a 4% decrease over fiscal 2014. The decrease in total long-term liabilities is primarily a result of the sale of the Home Services division and the use of its proceeds from sale to reduce long-term debt.

 
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Summary of quarterly results for continuing operations
(thousands of dollars, except per share amounts)
      Q4       Q3       Q2       Q1  
   
Fiscal 2016
   
Fiscal 2016
   
Fiscal 2016
   
Fiscal 2016
 
Sales
  $ 1,075,880     $ 1,009,709     $ 1,087,256     $ 933,015  
Gross margin
    204,289       179,937       167,155       150,907  
Administrative expenses
    49,504       42,934       40,294       37,598  
Selling and marketing expenses
    62,259       67,061       65,248       62,781  
Finance costs
    20,312       17,731       17,641       16,856  
Profit (loss) for the period from continuing operations
    30,893       10,188       (88,258 )     129,671  
Profit (loss) for the period
    30,893       10,188       (88,258 )     129,671  
Profit (loss) for the period from continuing operations per share – basic
    0.16       0.04       (0.62 )     0.87  
Profit (loss) for the period from continuing operations per share – diluted
    0.14       0.04       (0.62 )     0.71  
Dividends/distributions paid
    18,730       18,662       18,701       18,699  
Base EBITDA
    67,345       55,724       45,685       38,875  
Base Funds from Operations
    43,822       26,783       37,775       29,819  
Payout ratio on Base Funds from Operations
    43%       70%       50%       63%  
                                 
      Q4       Q3       Q2       Q1  
   
Fiscal 2015
   
Fiscal 2015
   
Fiscal 2015
   
Fiscal 2015
 
Sales
  $ 1,209,879     $ 946,752     $ 918,260     $ 821,049  
Gross margin
    194,066       150,098       132,515       123,390  
Administrative expenses
    42,048       40,912       38,246       33,016  
Selling and marketing expenses
    63,980       52,968       53,088       55,207  
Finance costs
    16,684       19,525       18,700       18,771  
Profit (loss) for the period from continuing operations
    (64,976 )     (371,403 )     (94,255 )     (45,743 )
Profit (loss) for the period
    (63,441 )     (206,193 )     (135,156 )     (38,914 )
Profit (loss) for the period from continuing operations per share – basic
    (0.46 )     (2.56 )     (0.67 )     (0.32 )
Profit (loss) for the period from continuing operations per share – diluted
    (0.46 )     (2.56 )     (0.67 )     (0.32 )
Dividends/distributions paid
    18,596       18,572       18,622       30,933  
Base EBITDA
    67,914       50,592       31,734       30,186  
Base Funds from Operations
    31,947       21,179       23,756       15,590  
Payout ratio on Base Funds from Operations
    58%       88%       78%       198%  

Just Energy’s results reflect seasonality, as electricity consumption is slightly greater in the first and second quarters (summer quarters) and gas consumption is significantly greater during the third and fourth quarters (winter quarters). While quarter over quarter comparisons are relevant, sequential quarters will vary materially. The main impact of this will normally be higher Base EBITDA in the third and fourth quarters (assuming consumption based on normal winter weather) and lower Base EBITDA in the first and second quarters. This impact is lessening as current net customer additions are concentrated in electricity, which traditionally experiences less seasonality than natural gas.

 
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Financial highlights
For the three months ended March 31
(thousands of dollars, except where indicated and per share amounts)
         
% increase
       
   
Fiscal 2016
   
(decrease)
   
Fiscal 2015
 
Sales
  $ 1,075,880       (11)%     $ 1,209,879  
Gross margin
    204,289       5%       194,066  
Administrative expenses
    49,504       18%       42,048  
Selling and marketing expenses
    62,259       (3)%       63,980  
Finance costs
    20,312       22%       16,684  
Profit (loss) from continuing operations1
    30,893    
NMF 3
      (64,976 )
Profit (loss) from discontinued operations
    -    
NMF 3
      1,535  
Profit (loss)1
    30,893    
NMF 3
      (63,441 )
Profit (loss) per share from continuing operations available to shareholders - basic
    0.16               (0.46 )
Profit (loss) per share from continuing operations available to shareholders - diluted
    0.14               (0.46 )
Dividends/distributions
    18,730       1%       18,596  
Base EBITDA from continuing operations2
    67,345       (1)%       67,914  
Base Funds from continuing operations2
    43,822       37%       31,947  
Payout ratio on Base Funds from continuing operations2
    43%               58%  
1Profit (loss) includes the impact of unrealized gains (losses), which represents the mark to market of future commodity supply acquired to cover future customer demand. The supply has been sold to customers at fixed prices, minimizing any realizable impact of mark to market gains and losses.
2See  “Non-IFRS financial measures” on page 2.
3Not a meaningful figure.


 
Just Energy delivered another quarter of strong operating and financial performance for the three months ended March 31, 2016. Despite sales decreasing by 11% to $1,075.9 million due to lower consumption from the warmer winter weather, gross margin increased by 5% to $204.3 million with the payout from the winter weather hedge and improved margins on new customers signed over the past 12 months. Base EBITDA was $67.3 million, a 1% decrease from the prior comparable period. The Company’s reported Base EBITDA for the three months ended March 31, 2016 includes $7.4 million of prepaid commission expense, reflecting the change in classification of prepaid commissions as a current asset effective April 1,

 
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2016. Excluding this additional expense item, Base EBITDA increased by 10% to $74.7 million in comparison to fiscal 2015. Of this $6.8 million quarter over quarter improvement in Base EBITDA, $6.7 million was due to the foreign currency impact with the remaining $0.1 million driven by operational performance improvements.
 
Analysis of the fourth quarter
 
Sales decreased by 11% to $1,075.9 million for the three months ended March 31, 2016 from $1,209.9 million recorded in the fourth quarter of fiscal 2015. The Consumer division’s sales decreased by 15% due to market conditions as the commodity prices were lower and, therefore, more competitive across all markets as well as lower consumption from the warmer winter weather. The Commercial division’s sales decreased by 6%, primarily a result of the lower consumption during the winter months as well as a decrease in customer base year over year.
 
Gross margin was $204.3 million, an increase of 5% from the prior comparable quarter as a result of an increase from foreign exchange and the increase in the U.K. customer base. Just Energy entered into weather index derivatives with the intention of offsetting gross margin fluctuations from warmer than normal weather. The warmer than normal temperatures in Just Energy’s gas markets has resulted in a payout that largely offsets the negative impact from the warmer weather.
 
Administrative expenses for the three months ended March 31, 2016 increased by 18% from $42.0 million to $49.5 million as a result of an increase in U.S.-based currency expenditures as well as the costs to serve the growing customer base in the U.K.
 
Selling and marketing expenses for the three months ended March 31, 2016 were $62.3 million, a 3% decrease from $64.0 million reported in the prior comparable quarter. This decrease is largely attributable to lower commission expense resulting from lower gross customer additions in the current period partially offset by the foreign exchange impact of U.S.-based expenses.
 
Finance costs for the three months ended March 31, 2016 amounted to $20.3 million, an increase of 22% from $16.7 million reported for the three months ended March 31, 2015. The increase in finance costs was a result of the impact of foreign currency on the U.S dollar-based interest costs for the US$150m convertible bonds as well as the one-time interest cost associated with the early redemption of $25 million of the senior unsecured notes outstanding. Just Energy has the ability to make a normal course issuer bid (“NCIB”) to purchase for cancellation a portion of its convertible debentures. For the three months ended March 31, 2016, Just Energy purchased $1.1 million of the $330m convertible debentures under the NCIB program.
 
The change in fair value of derivative instruments resulted in a non-cash loss of $27.0 million for the fourth quarter of fiscal 2016 compared to a loss of $101.6 million in the prior comparative quarter, as a result of the change in commodity prices during the quarter along with the foreign exchange impact on change in fair value for the U.S. dollar based commodity contracts. The income from continuing operations for the three months ended March 31, 2016 was $30.9 million, representing a gain per share of $0.16 on a basic and $0.14 per share on a diluted basis. For the prior comparable quarter, the loss from continuing operations was $65.0 million, representing a loss per share of $0.46 on a basic and diluted basis. Just Energy ensures that customer margins are protected by entering into fixed-price supply contracts. Under current IFRS, the customer contracts are not marked to market but there is a requirement to mark to market the future supply contracts. This creates unrealized gains (losses) depending upon current supply pricing. Management believes that these short-term mark to market non-cash gains (losses) do not impact the long-term financial performance of Just Energy.
 
Base EBITDA was $67.3 million for the three months ended March 31, 2016, a 1% decrease from $67.9 million in the prior comparable quarter. The Company’s reported Base EBITDA in the fourth quarter of fiscal 2016 includes $7.4 million of prepaid commission expense, reflecting the change in classification of prepaid commissions to a current asset effective April 1, 2016. Excluding this additional expense item, Base EBITDA increased by 10% to $74.7 million for the fourth quarter of fiscal 2016. Of this $6.8 million year over year improvement in Base EBITDA, $6.7 million was due to the foreign currency impact from translation of the U.S. operations and $0.1 million was driven by operational performance improvements. Base FFO was $43.8 million for the fourth quarter of fiscal 2016, up 37% compared to $31.9 million in the prior comparable quarter as a result of the adjustment required to reflect net cash receipts from gas sales

 
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